


Three Times Is…

by Contrail



Series: Differing Times [1]
Category: Fairy Tail
Genre: Anal Sex, Double Penetration, Drunk Sex, Explicit Sexual Content, Masturbation, Multi, Mutual Masturbation, Oral Sex, Polyamory, Porn with Feelings, Sex Pollen, Threesome - F/M/M, Vaginal Sex, Voyeurism
Language: English
Status: Completed
Published: 2016-11-05
Updated: 2016-11-12
Packaged: 2018-08-29 02:42:39
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 28,362
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8472418
Author URL: https://archiveofourown.org/users/Contrail/pseuds/Contrail
Summary: An unexpected event en route to a mission leads to an intimate encounter between Gray, Juvia, and Lyon.  Afterwards, they try to put the incident behind them, since none of them were in their right minds at the time.  But then the three of them end up in bed together again… and again… and…





	1. One Time Is A Fluke

**Author's Note:**

> **Disclaimer:** Fairy Tail belongs to Hiro Mashima, and is being used without permission. No profit is being made from this story.

It was a job request that had brought Gray and Juvia up into a rarely travelled area of the mountains of Fiore on one fine May morning. Since the war against Alvarez, the two of them going on missions together had become the norm. Natsu and Lucy's departure on a long term mission to find Aquarius' key had pretty much spelled the end for Gray's old team, at least until they returned, and Gray's acknowledgement that he returned Juvia's feelings has made the couple more reluctant to be apart from each other. So the two traveling together was hardly unusual these days.

What was unusual was that the pair had run into Lyon, who also had a mission in the area. When he had discovered that he was going in the same direction as they were, he'd suggested that the three of them travel together, and they'd seen no reason to refuse. Unfortunately, the only road leading in the right direction had been washed out by a recent flood, and wouldn't be fixed for at least a couple of days.

"Damn it!" Gray growled, smacking his fist into the palm of his other hand. "If we wait for them to clear the road, we won't make it in time for our job."

Juvia was poring over a map of the area, trying to find another route that would take them where they needed to go, while Lyon had wandered off to question some of the locals. After a short while, he returned, looking pleased with himself. "I have fairly good news."

Gray raised an eyebrow at him. "Oh? What did you learn?"

"I asked if the terrain between here and Pinemist was passable, and they told me it was a bit rough but not too bad. They did say the route was a bit dangerous, though."

"Did they say what the danger was, Lyon-sama?" Juvia asked, worry creasing her brow a little.

He shook his head. "I didn't really stick around and ask. But I doubt it's anything the three of us couldn't handle together."

"The three of us? You can just sit back and watch me and Juvia take care of whatever it is." Lyon rolled his eyes at Gray's cocky statement, but Juvia smiled, her confidence bolstered by Gray's faith in her.

"Or maybe you won't even get a chance to attack before I pound it into the ground. In any case, the sooner we're on our way, the better."

The two Ice-Make mages continued their good-natured arguing about who would end up destroying any enemies they encountered first as they set off towards Pinemist. The lands they passed through were mostly covered by thick woods, broken up by occasional meadows of varying sizes. Since it was spring, they all seemed to be filled to the brim with blooming wild flowers. Though their ascent was somewhat gradual, they could tell they were getting higher into the mountains as the day progressed. They stopped for a quick lunch around noon, Juvia blushing when the other two praised the taste of the meals she had packed for them.

It was late afternoon by the time they encountered a meadow wider than any of the previous ones, filled entirely with an unfamiliar flower. Deep red petals with a distinctive heart shape to them surrounded a large golden center, from which a sweet, heady scent wafted. The combined aroma of the entire field was almost intoxicating in its intensity. That scent was what drew them forward into the clearing, though their path would have taken them across it anyway.

All three of them had already stripped off their jackets in the warmth of the day, and the sunbeams that slipped over their bare skin mixed with the sweet scent around them to create a hazy cocoon. Golden motes of pollen swirled through the air from where they disturbed the flora around them, settling upon them in a thin coating of yellow. The fine dust seemed to tingle on their skin, and the more that landed upon them, the more the tingling strengthened and spread.

Eventually, a quiet voice broke the stillness around them. "Juvia… Juvia feels strange, and she doesn't trust it. Could this be the danger the villagers warned about?"

It was if her words woke Gray and Lyon from a trance cast upon them by the flowers. The two of them now eyeing their surroundings warily, Lyon spoke up. "We should leave here as quickly as possible." That Gray didn't object to his authoritative tone was a testament to how serious he thought the situation they now found themselves in was. Picking up their pace quickly, all three were soon running towards the other side of the meadow.

Bursting out of the field, they found themselves on the banks of a shallow river. After a pause to let them catch their breath, Gray suggested, "We should wash off in the water here. Our clothes, too. No telling what this pollen might actually do to us."

"Juvia will take this side of that big rock in the middle of the river. Gray-sama and Lyon-sama can take the other," she replied, nodding, before digging a spare set of clothes and some towels out of her pack. She noted Gray and Lyon following suit out of the corner of her eye as she made her way to her assigned part of the river. Setting her towels on the edge of the bank, she waded out into the water before stripping off the rest of her clothes.

As she throughly scrubbed and then wrung out her clothes before moving on to scrubbing the pollen off of herself, the tingling it had produced in her body faded, only to be replaced by a flushed warmth. It was only when that warmth started to gather and pool below her stomach that she recognized her growing desire for sexual gratification. Juvia tried to shake off an impulse to take the edge off through her own actions, but the necessity of cleaning sensitive areas made that difficult. She reminded herself that she was only separated from Gray and Lyon by a rock, and they could discover her if she indulged, in an attempt to cool her ardor. But the thought of them watching while she touched herself, which normally would have made her somewhat uneasy due to Lyon's presence, just sent another spike of lust through her.

On the other side of the rock, the two men were having a similar reaction to the pollen. Gray was doing his best to ignore his stiffening cock as he washed up. Hearing his name called in a low whisper, he turned towards Lyon, only to feel a tinge of unease at the glazed look in the other man's eyes.

"Juvia-chan… Juvia-chan is _naked_ …" Lyon breathed out, sounding like this knowledge was some sort of divine revelation. "We could _see_ her…"

Gray couldn't resist the vision that popped into his head of what lay on the other side of the rock: Juvia running her hands over her body to get it clean, water dripping off of her glorious curves… The sound of sloshing water drew him back out of his reverie, and he quickly realized that Lyon had started to edge his way around the barrier between them and Juvia. Shit! He knew she wouldn't want Lyon seeing her like that.

Surging forward, he wrapped his arms around Lyon's waist and dragged him back. Losing his footing as Lyon struggled against him, they fell back into the water with a loud splash. Lyon managed to slip free of his grasp, and the pair wrestled there in the river, each one trying to wrest control of their struggle from the other. Gray finally managed to pin Lyon against another rock, and he held him down as they both panted for breath, their faces mere inches apart as they stared into each other's eyes. Feeling Lyon's cool breath ghosting over his lips, he glanced down at the other man's lips, suddenly very aware of how little movement it would take for them to kiss. A thought that should've made him want to pull away, not move closer, and yet…

He wasn't sure which of them moved first - all Gray knew is that suddenly Lyon's lips were moving fiercely against his own, and that contact was something that he wanted, no, _needed_ to satisfy the lust that was rising to consume him. Hands that were restraining or resisting started to wander over water-slick skin instead, needing to _feel_. Lyon ran his tongue over Gray's lower lip before nipping it, prompting Gray to open his mouth enough for Lyon to slip his tongue inside. Gray let out a low groan as his tongue pushed back against the invader, unwilling to let Lyon do as he pleased with him.

The splash they'd made when they hit the water had been easy to hear from where Juvia stood bathing, distracting her from her efforts to resist her own lustful impulses. Concerned about what could have caused such a splash, she moved to the side of the rock between the two groups and peeked at what was going on. The sight before her transfixed her - Gray and Lyon kissing while locked in a passionate embrace. Without thinking, she let her feet carry her the rest of the way around the boulder, giving her a better view of a scene that had only occurred in her imagination before.

Watching them was only inflaming her own desires further, but she couldn't make herself look away. Giving up her fight, she moved her hands to her breasts and began kneading them, lightly tracing over her nipples with her thumbs. Her ministrations sent sparks of pleasure running through her, but it wasn't enough to ease the growing ache within her. Leaving her left hand to tease one breast, she leaned back against the rock behind her to make sure her legs wouldn't give out on her as her right hand found its way between her spreading thighs. Tracing a teasing finger around the edges of her entrance, Juvia could feel how she was beginning to become slick with want before she pushed a finger in and brushed her clit with her thumb. Her gaze still fixed upon the two men rutting before her, she began grinding her hips against her hand as she made shallow thrusts with her finger. Adding a second finger made a shudder of pleasure run down her spine, and she rubbed her thumb over her clit more firmly as she plunged her fingers in and out of her center faster. A loud moan pushed its way up her throat, and she closed her eyes as she tossed her head back.

Gray and Lyon had pulled back briefly to catch their breaths when they heard a distinctly feminine moan coming from their right. Turning their heads, they spotted Juvia, half-lying on the rock that had been between them and her, fondling a breast with one hand while her other was buried in between her legs, fingers working to pleasure herself. Her head was thrown back, her eyes tightly closed. As she brought her head back down, her lust-hazed eyes were slowly opening. They snapped fully open when they met Gray and Lyon's, and she froze upon realizing they had stopped what they were doing to watch her.

After a few seconds where the three of them all just stared, the still tableau was broken by Gray levering himself up off of Lyon and striding over to where Juvia had braced herself against the rock. Gently pulling her hands away from her body, he pressed himself against her, capturing her lips for a hungry kiss. Wrapping her arms around him, she threaded one hand into his hair as she kissed back with equal fervor. His hips nestling between her thighs, he ground against her, both of them groaning into the kiss at the delicious friction this caused between her slick folds and his hardened length.

Needing more to satiate the aching need filling him, Gray bucked his hips against Juvia again, then once more. Before he could repeat the movement a third time, he felt an arm wrap around his chest as lips sought out the juncture between shoulder and neck. Having come up behind Gray, Lyon pressed his chest into Gray's back, his cock rubbing up against Gray's butt. Coaxing Gray and Juvia to put some space between their hips, Lyon ran his hands down their bodies before wrapping one hand around Gray's member while stroking Juvia's entrance with the fingers of the other.

In their lust-addled state, any objections Gray or Juvia might've had to Lyon joining them like this melted away, letting them press eagerly into his touches, caring only about how they were making them feel. Encouraged by their response, Lyon slipped a finger into Juvia's core while slowly dragging his other hand up and down Gray's length. Breaking off their kiss, Juvia let her head loll back as Gray pressed open-mouthed kisses to the newly exposed skin, and Lyon licked a trail up the side of Gray's neck. It all felt so _good_ , sending pleasurable pulses through their bodies, but it was only making them crave reaching their release more.

As Lyon added a second finger to the one he was already thrusting in and out of Juvia, making her moan her approval, Gray started thrusting his hips in time with the stroking of Lyon's hand, searching for more stimulation. However, Lyon kept the pace of his hand measured, not willing to give Gray what he wanted yet, though he enjoyed the way the motion made Gray's ass rub against his cock. It would be too easy for Gray and Juvia to push each other over the edge without him - Lyon needed to make sure he'd be able to join them.

He withdrew his hand from Juvia's center, his fingers thickly coated with her essence, while using his grip on Gray's member to start running the head teasingly over her folds. After rubbing a fair amount of the slick fluid onto his own length, Lyon ran one coated fingertip over Gray's asshole before slowly pushing it inside. A shudder ran down Gray's spine in response to the unfamiliar stretching sensation, but it didn't distract him from trailing kisses over Juvia's collarbone down to the tops of her breasts for long. Her hair pooling around her flushed face, her sultry half-lidded eyes gazed out at him from the very image of wanton disarray, as one of her hands gripped his shoulder tightly while the other caressed the outside of Lyon's thigh.

Lyon continued to carefully press his finger deeper into Gray's ass, until he brushed a spot that made Gray choke out a gasp as unexpectedly intense pleasure jolted through his body. Lips turning up in a satisfied smirk, Lyon moved the finger he'd inserted up and down and around, loosening Gray up more before adding a second finger. As he scissored his fingers, working to stretch Gray's asshole further, Lyon watched over Gray's shoulder as Gray kneaded Juvia's breasts and tugged at her nipples, while Juvia sucked on and nipped at the other side of Gray's neck. Letting out a low groan as the sight only made him want to bury his cock inside one of the pair below him more, Lyon stretched forward enough to place a fleeting kiss upon Juvia's shoulder.

Once he was finally satisfied that Gray was ready, Lyon withdrew his fingers from Gray's ass while also releasing Gray's length and moving his hand out from between Gray and Juvia's bodies. Gray wasted little time before finally lining up his member with Juvia's entrance and thrusting it deeply into her, letting out a groan as Juvia released a pleased sigh and clutched him to her tighter. Not giving Gray a chance to start moving, Lyon gripped Gray's hip with one hand while he positioned his cock against Gray's asshole with the other. Pushing in gradually was a slow torture when all Lyon wanted to do was start pounding away, but he knew he had to give Gray time to adjust if he didn't want to hurt one or both of them. He stopped when he reached that sensitive spot inside Gray again, making the other man shudder and bite down on Juvia's shoulder to stifle a moan.

Lyon waited until Gray started to shift restlessly under him before slowly pulling back out to the tip and pushing in again. Another thrust, and Gray had acclimated enough to start moving his own hips, sliding in and out of Juvia, provoking a pleased noise from her. Soon the three of them had managed to establish a rhythm, Gray pushing his member deep into Juvia's core before pulling back, only for Lyon to enter him from behind as he did so, then pulling away from Lyon to return to Juvia.

Sweat had started to trickle down their bodies from their efforts, and the sounds of heavy breathing, groans, sighs, moans, and cries of pleasure became a backdrop to their exertions. Gray reached behind him to clutch at Lyon's hair while gripping Juvia's hip with his other hand. Juvia had one arm wrapped around Gray's back and a hand resting on Lyon's butt, while Lyon held himself up with one arm as he ran a hand up and down Gray and Juvia's sides. The pace at which the three of them moved together increased as they gradually let the aching need within them have free rein. Juvia raised her legs up, wrapping them loosely around the waists of the men above her, the shift in angle letting Gray drive deeper into her.

All tangled up with each other, they shared a single-minded determination to achieve orgasm. Hips thrust against each other faster and faster, while hands stroked or gripped and lips brushed against or sucked on whatever they could reach. Heads were tossed back with a cry or a gasp when a thrust hit a particularly sweet spot, only to be brought back down so that lips or neck or shoulder could be captured once more. Pleasure was passed from one to the others and back again, drowning out thought of anything else, making tension coil tighter and tighter within them, edging them closer to the breaking point that would release the flood.

As they grew close to their peaks, their movements fell out of rhythm with each other, as they became lost in frenzied efforts to finally reach it. Lyon reached around Gray to start rubbing tight circles over Juvia's clit, causing her to release a loud, high-pitched cry as she arched off of the rock beneath her. Clutching at Gray and Lyon's backs, she raked her fingernails down them, leaving matching lines of pink on each of them. The addition of Lyon's stroking fingers to the way Gray was thrusting into her, each stroke rapid but reaching deep into her core, left her teetering on the edge. A thrust drove into her at _just_ the right angle, and she finally came apart at the seams, her release coming on fierce and overwhelming.

The way she shuddered beneath him as the walls of her center clutched tightly around him was enough for Gray to follow her, sinking himself in deep as he released into her in a hot flood. Lyon redoubled his efforts as the pair below him shook and then became still. Soon enough, he reached his own climax with a hoarse groan, burying his cock in Gray's ass as he spilled his seed. Only the sounds of the river water and panting were heard as they let the blissful pleasure filling them ebb away.

As they came back to themselves, the relentless lust that had filled them having been washed away as well, the three of them began to realize just what they had allowed themselves to do. Pulling himself out of Gray and making his way to his feet, Lyon turned away as Gray and Juvia disentangled themselves from each other. A tense silence filled the air as they all quickly finished washing up, none of them looking at each other. Once they had returned to their baggage, Lyon broke the silence long enough to propose that they camp there for the night, which the other two quickly agreed to.

It was only after they had gotten dressed and were eating dinner that Gray finally breached the silence hanging over all of them. "…We clearly weren't in our right minds, those flowers must've done something to us. So… we should just forget that that ever happened."

Juvia simply nodded, while Lyon raised an eyebrow and asked, "Forget about what?"

"Exactly," Gray replied, while Juvia smothered an amused little smile, though her amusement faded quickly when she remembered their true situation.

Forgetting was easier said than done, and despite turning in early none of them were well-rested by the time morning came. After packing up, it only took them a few more hours to reach Pinemist. The journey was quiet, though not quite as tense as the evening before. Still, there was a palpable sense of relief when Gray and Juvia parted ways with Lyon at the edge of town, since their mission came from this town but Lyon's was in a different one that could only be reached using a nearby pass through the mountains.

After consulting the mission flyer, Gray and Juvia stopped one of the townspeople to ask about the requester's whereabouts. Once they'd gotten the information they needed, Gray paused for a moment, then asked, "On our way to here overland, we ran into a meadow filled with flowers we'd never seen before, with heart-shaped petals…"

The man he was talking to nodded. "They're called Golden Kisses. Their pollen's a potent aphrodisiac - anyone who breathes in too much of it is filled with lust. We probably would've tried to root them out by now if selling it didn't bring in money to this little town - it's apparently a valuable magical ingredient or something. You two didn't get caught up by them, did you?"

Gray coughed uncomfortably, his cheeks feeling a little warm, and both he and Juvia looked away from the man. "No, we went around, since neither of us were familiar with it."

"Good thing that you did," the man replied, though Gray had a feeling that he didn't fully believe them, not that it mattered. As they took their leave, Gray did his best to push the incident from his mind. He and Juvia had a mission to focus on, after all.


	2. Two Times Is A Coincidence

Even after the scratch marks and hickeys from their encounter in the mountains had faded, the three of them were still wrestling with what had happened between them. Juvia was perhaps the one who had the easiest time wrapping her head around it - she'd occasionally had fantasies about Lyon sleeping with her and Gray before, though she'd never intended to act upon them. So it wasn't hard for her to accept that she'd enjoyed the three of them being together, though not the circumstances under which it had occurred. She found her mind drifting towards imagining them all in bed together more often, though, and she worried a bit about how she might react the next time they met up with Lyon.

Lyon was more conflicted. He'd been aware for a while that gender didn't matter that much to him when it came to finding other people attractive, so being intimate with another man wasn't what was bothered him about what had happened. But ever since the end of the Grand Magic Games held the year the group of Fairy Tail members returned from Tenrou Island, he'd been trying to move on from his feelings for Juvia, since it had become clear to him that he couldn't compete with the bond developing between Gray and Juvia. He'd even thought he'd been succeeding while he watched their relationship progress to the point where they were officially dating. But all it had taken was one brief episode of lost inhibitions to bring all of his old feelings towards her back with a vengeance.

And then there was how Gray's involvement in the incident complicated everything further. He'd known, in an academic sort of way, that Gray was attractive, but had never seen him as anything but his oft-frustrating fellow student. That is, he hadn't until he'd ended up kissing Gray - and more - while under the effects of that pollen. Whatever subconscious barriers he'd had to seeing Gray that way had been smashed to pieces, to the point he had trouble understanding how he _hadn't_ realized exactly how attractive Gray truly was before. So now he found himself wishing he could be with two people, who were taken beca8se they were dating each other.

Finally, Gray mostly tried to convince himself that any enjoyment he'd gotten from touching and being touched by Lyon like that was only because of the pollen's effects. It wasn't that he thought that there was anything wrong with a man liking other men that way, it was just that he knew he didn't. At least, he thought he didn't… But no matter how much he insisted that was the case to himself, it couldn't stop the shreds of doubt forming at the edges of his mind.

Gray and Juvia didn't see Lyon again until a couple of months after their encounter, when the Grand Magic Games were held again. The yearly event drew guilds from all over Fiore to compete in Crocus, and with Fairy Tail back in action none of the top guilds wanted to miss it. The administrators of the event had decided not to continue with their experiment of allowing each guild to field two teams, and since Natsu and Lucy still hadn't returned and Laxus had become the Master after his grandfather's death, Fairy Tail's team was composed of Erza, Mira, Gajeel, Gray, and Juvia, with Cana as the reserve member.

When Gray and Juvia first ran into Lyon in Crocus, there was a long, tense moment when none of them were quite sure how to react. But once it became clear they weren't feeling irresistibly compelled to try to rip each other clothes off, they all decided to at least try to act like nothing had changed between them… which mostly meant the two boys started trash-talking to each other about who's magic was better and who's team would win. During the competitions, they were able to mostly keep their focus on other things, though sometimes their gazes lingered on one of the others a little too long. The Games were fiercely contested by the assembled teams, with Juvia managing to completely dominate a water-themed event, which helped the Fairy Tail team have enough points to grasp victory on the final day of the competition.

Fairy Tail felt the need to throw an epic party to celebrate, of course. In the middle of the evening, Lyon showed up at the bar Fairy Tail's bash was being held at, already a little buzzed from his guild's quieter celebration of their surprising second place finish, to congratulate Gray on his team's win. Somewhat predictably, the conversation between the two turned from their respective teams' performances in the Games to which of them would win in a fight between them, which sadly had not really been tested during the competition this time. Arguing about it lead to them trying to find out right then and there, with Juvia trying ineffectually to get them to calm down until their antics drew Erza's attention. She promptly grabbed ahold of the fighting ice mages and bashed their heads together before sternly ordering them to celebrate by drinking, not fighting, even going so far as to set mugs of beer in front of them. Not wanting to argue with the intimidating Requip mage, they both obeyed.

One drink was soon followed by another, and Lyon ended up staying far longer than he'd intended to, drinking and talking with Gray and Juvia. By the end of the night, all three of them were quite thoroughly sloshed, and Gray was having to help his crying girlfriend back to their inn. Offering to accompany them, Lyon followed, watching as Juvia buried her face into Gray's shoulder and Gray put a comforting arm around her. After walking quietly along with them for a little while, Lyon commented softly, "You're a lot more… tender towards Juvia than you used to be."

Looking over Juvia's head at Lyon, Gray quirked an eyebrow at Lyon's unexpected statement but nodded, wondering if he would continue.

Lyon did. "You two seem happier now…" Meeting Gray's gaze, a bittersweet smile tugged at his lips. "I'm glad, you both deserve it." And he truly meant those words. He didn't want to come between them, but… He couldn't help that there was a part of him that wished he could be the one that either or both of them regarded with such care. Really, he was no longer sure which of them was luckier to have the other, Gray or Juvia.

It didn't take them very long to reach the inn Fairy Tail was staying at. Grateful that they hadn't made the teams share a room this year, and thus they wouldn't have to worry too much about disturbing the others or being disturbed, Gray helped Juvia up to the room they shared, Lyon trailing along behind them. After half-carrying Juvia to the bed, Gray gave Lyon a hard stare until he turned around, then helped Juvia out of her clothes and into a nightshirt, somehow losing everything but his boxers himself in the process.

Letting Lyon know he could turn back around, Gray started tucking Juvia into bed. Oddly, he could feel Lyon watching him, and there was something different in the way Lyon was looking at him that he couldn't place. When he looked back at Lyon, he had already looked away, as if worried about getting caught or something. As Gray scanned Lyon's form himself, trying to spot anything that might explain what was going on with him, the thought that Lyon really was a handsome guy surfaced, as it had a few other times during the games. He shook his head a little in an attempt to clear it, but the idea stubbornly refused to fade away, unlike the times before.

Still looking away from where Gray and Juvia were on the bed, Lyon said in a low tone, "I should head back to my own hotel."

A fresh set of tears running down her face, a still rather drunk Juvia reached over and clutched the sleeve of Lyon's jacket, crying out, "No! Juvia doesn't want Lyon-sama to leave yet!"

After quickly glancing at Gray, who just made a 'go along with it' gesture, Lyon sat down next to Gray on the bed. "Of course, Juvia-chan, I wouldn't want to disappoint you. But I can't stay for too long, okay?"

"Juvia understands," she replied with a nod of her head, though she apparently couldn't keep herself from pouting a bit.

Leaning forward, Gray gently brushed a stray lock of hair behind one of her ears. "Is there anything you'd like Lyon to do before he goes? To, y'know, cheer you up or something?"

Juvia looked to one side, a comically serious expression on her face as she considered Gray's question. Eventually hitting upon an answer, her expression brightened as she turned eager eyes back towards the two of them. "Juvia would like it if Gray-sama and Lyon-sama kissed!"

After their initial shock at the request wore off, Gray and Lyon turned to look at each other, Gray with a questioning eyebrow raised. Lyon gave him a bemused shrug in response, as if to say, 'Why not?'. Gray returned his look with a skeptical one, as if doubting his seriousness. Lyon responded with another, smaller shrug and a tiny smile, like he was saying, 'It can't be that bad, right?'.

As Lyon started leaning forward, slowly enough that Gray could easily move away if he wanted to, Gray wondered if he was really going to go through with this. It's not like he wanted to kiss Lyon, or any other guy for that matter. Still… a small part of him _was_ curious - was the stupid lust pollen the only reason he'd enjoyed Lyon's touch back then? Or had he actually found it appealing on some level without the influence of outside forces? Well, there was only one way to find out… Shifting forward, he helped close the distance between him and Lyon until their lips met.

For a moment they just sat there, lips pressed lightly together but not moving. But once Lyon realized that Gray wasn't going to immediately pull away, the pressure of his lips against Gray's grew firmer as they began to move. Lyon's lips were a bit dryer and more chapped than Juvia's, but the difference wasn't unpleasant, the contact generating electric tingles inside him and making his heart start to pound harder in his chest. Hesitantly, Gray let his hands settle on Lyon's hips, while Lyon wrapped an arm around his waist, pulling him close enough for Lyon's now bare chest to brush against his. Lyon's other hand found its way up to cradle the back of Gray's head, and with its encouragement Gray found himself tilting his head to let Lyon deepen the kiss.

Juvia watched with wide eyes as the kiss between the two men in front of her went far past what she'd expected them to be willing to do. Not that she _minded_ watching the two of them engage in Boy's Love, or had any intention of stopping them… Indeed, she'd fantasized about them doing such things before, but even after what they'd done under the influence of the lust pollen she'd never expected that they'd do it again. She wouldn't even have asked them to kiss if she hadn't had so much to drink that it loosened her tongue. As she took in the display of passion before her, like that time in a mountain river, she felt desire begin to stir within her because of it. And like that time, she felt a need for an outlet for those growing feelings. Licking her suddenly dry lips, she let her hands slip up under the hem of her nightshirt, skimming over her stomach to reach her breasts, which she palmed and started gently kneading.

Gray felt Lyon's tongue trace the seam of his lips, asking for entrance. Letting out a muffled groan, he allowed them to part, his own tongue emerging to meet Lyon's. Brushing and tangling together, neither one was about to just let the other push into their territory without a fight. Letting his hands travel up from Lyon's waist over his back, stroking taut skin stretched over muscle as they went, Gray wondered how far Lyon was going to push things. He hadn't expected him to take it this far, but Gray wasn't going to be the first one to back out, either. Not as long as what they were doing kept feeling this good.

Pulling back a short distance momentarily, Lyon took a second to catch his breath before pressing his lips to Gray's neck. As Gray tilted his head away to allow him better access, Lyon wondered how far Gray was going to let him go. Lyon had been doing a good job of ignoring his attraction to Gray until Juvia made that request of them. Presented with an opportunity to act on his desires, even if only a little, and having drunkenness as an excuse if anyone asked why he'd done it later, he couldn't resist doing so, pledging to himself that he'd stop if Gray asked him to, or appeared at all uncomfortable with what he was doing. But Gray hadn't stopped him at a brief kiss like he'd expected, and the way he seemed to continue enjoying what Lyon was doing to him only encouraged Lyon to keep going.

Lyon brought his hands to rest on Gray's shoulders as he nipped at Gray's pulse point before running his tongue over the bite to soothe it. His hands trailed slowly over Gray's collarbones to his pecs, enjoying the feel of lean muscle beneath them. As his hands continued to move lower on Gray's body at a leisurely pace, his lips followed after, sucking on the juncture between Gray's neck and shoulders before he traced the dip of Gray's collarbones with his tongue. Kissing his way further down, Lyon could feel Gray's hands still stroking over the skin of his back and shoulders.

Continuing lower, he pressed his lips to the top of Gray's well-defined abs as his hands started running up and down Gray's legs. Lyon could feel the muscles tense under his kisses as he trailed fingers up the insides of the other man's thighs. Pulling his head back, he absentmindedly licked his lips as he eyed Gray's cock, its mostly erect state testifying that what he'd being doing had been arousing, at least. Glancing up at Gray's face, Lyon found Gray watching him, an almost expectant look in his eyes, as if asking him, 'Well, aren't you…?' In answer to that silent challenge, Lyon reached out and wrapped a hand around Gray's length, dragging his hand up from the base to the tip and sweeping his thumb across the top, watching Gray briefly squeeze his eyes shut as he let out a low groan.

Feeling pleased with Gray's reaction, Lyon firmed his grip and began stroking Gray's member up and down. It took only a few repetitions of the motion for the flesh in his hand to finish stiffening. Looking towards Gray for any signs of discomfort, Lyon lowered his head over the other man's cock and swirled his tongue across the tip, eliciting a quiet moan of pleasure from him. Tightening his grip of Lyon's shoulders, Gray tugged him closer. Responding to the unspoken request for more, Lyon slowly licked his way up from the base to the head.

Watching things heat up between the two ice mages was only raising Juvia's own temperature. Their passionate actions, her own attraction to both of them, the beautiful way their appearances contrasted with each other, light and dark… It all came together to form a heady mixture. By the time Lyon started going down on Gray, simply teasing her own breasts wasn't enough to satisfy the growing ache between her thighs any longer. Releasing her right breast, she slipped a hand under the waistband of her panties, spreading her legs open to allow access to her center. She bit back a moan as she teasingly ran her fingers lightly over her entrance before sinking a finger inside and rubbing her thumb over her clit. All the while, her eyes never left the scene before her.

As she pumped her finger in and out of herself, she thought about how good it would feel to have Lyon's head of silver-white hair between _her_ thighs, his mouth licking and sucking… or being the one to suck _his_ cock, pleasuring him until he went over the edge… Just thinking about it made her breath shorten and her face flush as more heat coiled low in her abdomen. Working her finger faster underneath her panties, she groaned upon realizing that it still wasn't enough and added a second finger to the one thrusting in and out of her core.

Juvia's soft sighs and moans as she pleasured herself formed a distant backdrop to what Gray and Lyon were doing. Lyon had lavished attention on Gray's member with tongue and lips before wrapping them around the head and taking it part of the way into his mouth, drawing a hiss from Gray at the intense sensations. Gray had long since stopped wondering when Lyon was going to stop. Hell, he'd probably be more upset if he _did_ stop at this point. As Lyon slid Gray's length in and out of his mouth, taking him in deeper each time, Gray could tell that Lyon knew what he was doing. He briefly wondered who else Lyon had done this with, but the thought soon melted away under the waves of pleasure that Lyon's lips and tongue were giving him.

Moving his tongue back and forth against the underside of Gray's cock, Lyon drew back until just the tip remained in his mouth and gave a powerful suck, swirling his tongue over the sensitive flesh there, before taking him deep into his throat. Gripping Lyon's silver locks in his hands, Gray urged him to move his head faster and take him in even deeper. Obliging him, Lyon's head started to bob as he took Gray's balls in his hands, stroking his fingers over them as he sought out sensitive spots. "Fuck," Gray cursed, quiet but heartfelt, Lyon's ministrations driving him crazy because they felt so good but left him needing _more_. Using his grip on Lyon's head, Gray held him in place, making shallow thrusts with his hips, taking over control of how fast and deep Lyon was taking him in.

Gray's breathing grew louder and more ragged as his thrusts into Lyon's mouth gained strength and speed. Lyon continued to suck and lick and fondle as best he could while taking in Gray's cock without choking on it. The tension coiling low in Gray's belly was reaching a breaking point, and he redoubled his efforts to achieve release. Finally, Gray felt his muscles tense and with one final thrust he burst into his climax. While Gray's vision went white and his awareness was swallowed by the pleasure that flooded through him, Lyon swallowed down the cum that flooded his mouth and throat, practiced enough not to choke on it.

Releasing Gray's softening member from his mouth with a soft pop, Lyon wiped his mouth with the back of his hand while waiting for Gray to come back to himself. Meanwhile, Juvia was shuddering where she lay on the bed, having brought herself to orgasm while watching Gray come into Lyon's mouth. Panting a little, she wiped the slickness off of her right hand onto the bed sheets. Even after her release, she wasn't feeling completely satisfied. Eyeing Lyon's stiff length, she got on her hands and knees and moved towards her two companions. "Lyon-sama is still hard," she commented, looking up at him from underneath her lashes. "Would he like Juvia to take care of him?"

Lyon bit his lip and just stared at Juvia for a long moment, his cock throbbing with desire. For her to say something like _that_ to him, while looking at him like _that_ … It was as if someone had taken one of his private fantasies and brought it to life. Swallowing, he nodded. " _Please_ , Juvia-chan."

Juvia looked over to Gray, seeing if he would object, but when he just calmly looked back at her, she knelt in front of Lyon and leaned forward, resting her hands on Lyon's knees and pressing a soft kiss to Lyon's pulse. As she began to kiss her way down Lyon's throat, her hands started trailing up and down his thighs, fingers dragging over the sensitive skin on the inside of them.

Gray watched as Juvia worked her way over Lyon's collarbones and down his chest, slowly moving closer to her goal, vaguely puzzled by his own reaction to the sight. Shouldn't he be upset that his girlfriend was about give someone else a blowjob? Usually he would be, he thought, yet the anger he had expected just wasn't coming to him. Instead, watching them together was being kind of… _exciting_. Maybe it was because of the way all of the alcohol in his system was making things seem hazy, as if the three of them were wrapped up in their own little world where nothing they did would have any consequences. If there were no consequences, he could just give in and let himself do what he wanted. And what he wanted right then was to feel Lyon's body against his own. Settling himself behind Lyon, Gray wrapped his arms around him, running his hands up and down Lyon's chest as he kissed the back of his neck. Leaning his head over Lyon's shoulder as he continued to trail his hands over Lyon's skin, Gray watched as Juvia kissed her way past Lyon's navel.

Now at eye level with Lyon's member, any coverings for it having been long since unconsciously stripped off, she leaned forward and gave it a long lick, traveling from the base to just under the tip before running her tongue around where the head met the rest of the shaft, making Lyon shiver in response. The length and girth of Lyon's cock were a bit different than that of Gray's, and so was the taste of his skin, but Juvia found it no less appealing. As she licked and kissed and sucked, she watched Lyon's reactions closely to see what he enjoyed most, gradually taking him in further and further into her mouth.

Lyon had started off already rather turned on from what he'd done with Gray, and the sight of Juvia's blue-haired head bobbing as her mouth moved over his length, something that could've been ripped from his most sexual imaginings, not to mention the attention Gray was paying to him with his hands and mouth, was making it hard for him to last very long under Juvia's ministrations. Tangling a hand in her hair, he urged her to move faster and take him in even deeper. Almost embarrassingly fast, he found himself awash in pleasure as he flooded Juvia's mouth with his seed, which she quickly swallowed down.

Licking her lips to clean up any spills, Juvia shifted back a little, watching Lyon recover himself as she tried to ignore the renewed ache between her thighs. Straightening up, Lyon gazed at her through half-lidded eyes, the heat she found there making her shift restlessly. "Allow me to return the favor." It was more of a declaration than a request, but Juvia had no desire to object, pulling her legs out from under herself and letting them fall open, the access provided a silent invitation. She, too, had long since lost all of her clothing, all barriers between them gone.

Settling himself between her spread thighs, Lyon pressed his mouth to the sensitive inner flesh of one of them, kissing and licking and sucking his way towards her center, coming close enough for her to feel his cool breath wash over her core before switching to her other thigh to repeat the process. As he did so, she felt Gray seat himself behind her. He took her breasts into his hands and began kneading them and teasing her nipples while pressing open-mouthed kisses to her neck. She moaned, arching her back into Gray's touch. When Lyon finally reached the bottom of her thigh again, this time he spread her lower lips and took a long, slow heavy lick of her center, making her gasp and buck her hips. He traced a circle on her clit with his tongue before plunging it into her core.

As Gray looked down at the sight of Lyon's silver hair nestled between Juvia's thighs, he still couldn't quite understand his own reaction to it. Just being drunk shouldn't have made him okay with another guy being with Juvia like this, and he'd never liked Lyon getting too close to her before, knowing what Lyon felt for her. But now as he watched them together, all he could do was find the scene before him hot. Maybe it was because this way he could watch and listen to Juvia's reactions to having someone's mouth and tongue work on her without being caught up in being the one doing it. Maybe it was because after doing what he had done with Lyon earlier, Gray found himself wanting him as much as he wanted Juvia. Maybe it was because he was right there, touching her and contributing to her pleasure, too. Whatever the real reason was, though, he wanted this odd situation they'd found themselves in to keep going until they were all spent.

Trying to ground herself as Lyon continued to switch between giving her center deep licks and delivering more teasing licks and sucks to her clit, Juvia reached behind her with her left hand and grasped Gray's wild black hair while her right hand moved down to tangle in Lyon's silver locks. The combination of what Lyon's talented mouth was doing between her thighs and the additional sparks of pleasure spreading through her from having Gray's hands working on her breasts was almost overwhelming, and she couldn't hold back the cries of pleasure that had begun pealing from her lips. Her voice spiked up in pitch and volume when Lyon took one of his hands and thrust a finger into her core, making her shudder with delight as he gave her clit his mouth's full attention.

She could tell that she was getting close, but she wasn't quite there yet. Using her grip on Lyon's hair, she urged him closer. As much as what Gray and Lyon were doing was driving her wild, she needed _more_. She needed to reach that peak of pleasure that was so close but still out of reach. Juvia's breath hitched as Lyon inserted another finger into her center, the quick thrusts driving her ever closer to release. She was _so_ close, just a little more… Finally, Lyon gave a particularly hard suck to her clit and she was _gone_ , tipping over the edge into an ocean of pleasure that immediately dragged her down into its depths, washing away all other thought or sensation.

When Juvia recovered from the force of her climax, she looked up to find Lyon gazing down at her, a pleased expression on his face as he slowly licked her juices from his fingers. She let herself stay slumped back against Gray's chest for a few minutes as she caught her breath and let her racing heartbeat slow. As she straightened up and started to pull away, Gray wrapped his arm around her waist more tightly. "It's my turn now," he whispered into her ear, his cool breath and low, husky voice making her shiver in anticipation. He shifted their positions a little, so that his legs stretched out in front of him with her practically sitting in his lap, his cock rubbing up against her still-sensitive center. Guiding her hips up, he lined up his shaft with her entrance and groaned as she lowered herself back down, the remaining slickness from her earlier climax allowing him to slide in easily.

As much as Gray hadn't felt particularly upset by watching (and helping) Juvia and Lyon pleasure each other, he couldn't deny that a part of him was enjoying having Juvia ride him while Lyon watched. Showing him that Juvia let Gray take in her ways that she had yet to allow Lyon to, and how much she enjoyed being with Gray. He groaned again as he used his grip on her hips to encourage her to take him in deeper, then trailed his hands up her toned stomach to grasp her bouncing breasts again. He smirked into her neck as she moaned and upped the pace at which her hips were rising and sinking onto him.

Juvia bit her lip as she stifled another moan, her hips in constant motion as her eyes rested on Lyon sitting across from her and Gray. She could practically feel his eyes as they wandered over her form, gaze heated and full of lust as he watched her body meet Gray's again and again. Usually, the idea of someone watching her have sex with Gray would be enough to make her blush fiercely and want to hide. But having _Lyon_ be the one watching them made it different, somehow. Perhaps it was because she'd already watched him and Gray together. Perhaps it was because they'd just brought each other such pleasure just a short time earlier. Whatever the reason was, the way Lyon watched her and Gray together so avidly was only exciting her more, particularly when Lyon's hand sought out his length, it having gotten stiff again, and began stroking it.

As Lyon regarded the sight of Gray and Juvia joining together, he felt torn. On the one hand, he was really enjoying being a spectator while two people he was deeply attracted to pleasured each other. Removed as he was from what they were doing, he could take in the details of the expressions they were making in the midst of their passion and the symphony of sounds they were releasing. And the way their movements were so in sync with each other was a testament to the strong bond between them, something he didn't want to interfere with. But on the other hand, he badly wanted to join them, to touch and taste and help drive them over the edge into bliss while they did the same for him. So he watched, hand traveling up and down his length ever faster in his growing excitement, and _wanted_.

When Gray could tell that both him and Juvia were getting close, he moved his right hand from her breast down between her legs, finding the sensitive nubbin of flesh there and beginning to rub it to help make sure Juvia reached her climax before he finished. Seeing an opportunity, Lyon only hesitated for a moment before leaning forward and taking the abandoned breast into one hand, holding it in place enough for his mouth to find her hardened nipple, sucking and swirling his tongue over the peak, his other hand still busily stroking himself. Juvia let out a loud "Ohhhh…!" as Lyon latched onto her, sending a large jolt of pleasure of through her and fanning the heat within her that was almost boiling over. Being with Gray like this was always wonderful, but having Lyon doing that to her as well put things on a whole other level. Chest heaving, she redoubled her efforts, her hips slapping against Gray's even more quickly as she drove him as deep into her as she could.

Juvia was the first one to hit her release, crying out loudly and shuddering in between Gray and Lyon's bodies as the walls of her core clenched tightly on Gray's length. The sudden tightness is what helped Gray over the edge, and he buried himself deeply into her as he came, filling her with his seed. Lyon wasn't quite there yet, so he closed his eyes and replayed the memory of Gray and Juvia achieving climax with _his_ help, however limited it had been. He only had to drag him hand up and down his cock a few more times before his own orgasm washed over him as he sprayed sticky strings of cum over Juvia's stomach, the thick liquid slowly dripping down.

Spent as they were from all they had done, the exhaustion of their busy day finally started to hit them. After helping Juvia clean off her stomach, Gray settled down in the bed, Juvia nestled in his arms facing him. Too tired to find his clothes and make his way back to his own hotel room, Lyon laid himself down on his other side, pulling the sheets over the three of them before sleepily wrapping an arm around the waists of the other two. They could deal with what would happen in the morning when it got here.


	3. Three Times Is A Pattern

Gray woke up to a pounding headache the next morning, the early morning sunlight streaming into the hotel room through the windows stabbing at his eyes when he opened them. He probably shouldn't have had so much to drink last night, but it seemed like a good idea at the time. As he gave his head time to calm down, he gradually realized that the arm he felt draped over his waist wasn't Juvia's. Cracking his eyes open just enough to see, he levered himself up a bit and looked over to see who was in the bed next to him.

To his relief, he could see that Juvia was lying next to him in the bed, having turned over so her back was towards him during the night. On his other side, though, was the owner of the unfamiliar arm - Lyon. He had one arm wrapped loosely around his shoulders while the other was draped over both his and Juvia's waists.

The sight of Lyon quickly brought back memories of what had happened last night after they had gotten back to this room. He could feel heat rising to his cheeks unbidden as he incredulously recalled everything he'd done and watched the night before. Him and Lyon… Lyon and Juvia… Looking over at Lyon again, Gray could feel himself stirring as he remembered kissing Lyon and letting him do more than that. He looked away, realizing uncomfortably that even now part of him wanted to kiss Lyon, run his fingers through his hair and his hands over his body. Maybe he was still a little drunk.

His gaze fell back on Juvia, his lips tightening into a firm line. How drunk had he been that he'd gone along with Juvia and Lyon touching each other like that, and had even enjoyed fondling them as he watched? He shouldn't be okay with his girlfriend screwing other guys! And yet, even though he was less comfortable with the idea now that he was sober again, his memories of what they'd looked and sounded like together were still…

With a groan, Gray let himself flop back down onto the bed, throwing an arm over his eyes. It was too early and his head hurt too much for him to be trying to figure out what he should be feeling about the night before. Maybe he could go back to sleep and the whole thing would turn out to be a dream when he woke up again.

Unfortunately for Gray, Lyon started to stir. Lyon's arms tightened, pulling the three of them a little closer to each other, before he seemed to realize what his arms were wrapped around and let go, carefully removing them from their places among his bed partners. After taking a few long moments to get his bearings, Lyon murmured, "…This is not my hotel room."

Gray bit back a sarcastic retort about how Lyon was stating the obvious, and simply replied, "Yeah."

"I should go before someone notices my presence, or I'm missed by my own guild," Lyon stated. Maneuvering carefully in an attempt to keep from waking Juvia, he got out of bed and began gathering his clothes. His efforts weren't entirely successful, though - by the time he had finished dressing, Juvia had shifted onto her back and was blinking sleepily at him.

Reaching the door, Lyon put one hand on the door handle, ready to open it, but paused. Not looking back, he said, "About last night… I-"

"Don't worry about it," Gray responded firmly, cutting him off. "We were all drunk, so…"

Lyon was quiet for a moment before replying, "Yes, we were." Another moment of silence, and then, "Be well until we meet again, both of you."

After the door clicked closed behind him, Juvia turned to Gray, a hint of a concerned frown on her face. "Gray-sama…?"

Settling back into the bed, Gray wrapped an arm around her and pulled her close. "Don't worry about it. Let's just go back to sleep." Not entirely satisfied with Gray's response, but too tired and hungover to press the point, Juvia snuggled into Gray and let the familiar sound of his breathing lull her back to sleep.

A few hours later, after getting some much needed sleep, the couple got showered and dressed so they could catch a train back to Magnolia with the rest of the team. Mira, Erza, and Cana chatted quietly among themselves while Gajeel, Juvia, and Gray just watched the scenery outside roll by. While Gajeel just didn't really feel like talking, Gray and Juvia were silent due to being weighed down by their own thoughts.

Eventually, the other girls left to go get lunch in the train's dining car and Gajeel went to find a bathroom, leaving the two of them alone. Taking the opportunity, Juvia cleared her throat and said, "Gray-sama, about last night… Juvia-"

"It's okay, you don't have to apologize," Gray cut her off, shaking his head. "We were both too drunk to think straight, that's all. We should just forget about it."

Juvia frowned a little but let the subject drop, since Gray obviously didn't want to talk about it. But she hadn't been planning to apologize so much as reassure Gray that what had happened hadn't shaken her feelings for him. To be honest, while she wouldn't have been bold enough to do the things she'd done last night if she hadn't been drunk, she didn't really regret what had happened, either, other than the distress it appeared to have caused Gray. Of course, not regretting what had happened didn't mean she had any plans to do it again, or sneak behind Gray's back to see Lyon. While Lyon was certainly attractive and someone she cared for, she loved Gray too much to betray him like that. She didn't think Lyon would agree to do something like that even if she'd been willing to, either, because under their bickering she knew Gray and Lyon really cared about each other, too.

Maybe in the past she would've worried more about how much Gray had enjoyed being with Lyon, at least while he was drunk, but she was more confident in Gray's feelings for her than she used to be. (Though she still didn't trust most other people not to want Gray for themselves.) Gray's loyalty to those he cares about is something she'd always admired about him, and she didn't think he'd break his commitment to her anymore than she would break hers to him. Nor did she think that Lyon was going to try to lure Gray away from her with his sexiness. (And her enjoying watching the two of them together had _nothing_ to do with her not being that bothered by Gray giving that kind of attention to someone who wasn't her…)

So no, the whole thing wasn't bothering her the way it was bothering Gray. The rest of the way back home, she watched Gray brood, wishing she could think of something to say or do that would ease his mind about it.

Thankfully, Gray was able to put the incident mostly out of his mind by the next morning and things went back normal, more or less. It probably helped that he wasn't finding other men he encountered attractive like he had Lyon that night (and even the morning after), allowing him to at least try to write off those feelings as being an effect of how drunk he'd been, though the doubts lurking at the edges of his thoughts were growing harder to push away.

He was able to keep doing that until, three weeks after the Games ended, Gray and Juvia ran into Lyon on a train they were taking to a mission. Gray froze for a moment when he spotted Lyon sitting there, afternoon sunlight turning his hair to molten silver. It took a discreet nudge from Juvia to get him moving again towards their assigned seats, which happened to be across from Lyon. Part of him was tempted to take a different seat, since the car was practically empty, but he wasn't going to back down from something like this.

Lyon raised an eyebrow at their presence. "What brings the two of you here?"

Trying his best to ignore the way the sound of Lyon's voice did things to him now, Gray shrugged. "On our way to a mission. You?"

"The same," he replied quietly, then looked away, letting the conversation drop. Gray took advantage of that to trail his eyes over the line of his jaw and the curve of his mouth. A light flush spread across Gray's cheeks as he caught himself thinking about how kissable Lyon's lips looked, and he looked away just as Lyon looked back towards him.

An awkward tension filled the silence that hung between the three of them. Gray and Lyon took turns looking at each other while the other wasn't, and Juvia kept glancing between the two men, wondering when or if one of them was going to say or do something to cut the tension. Finally concluding that they weren't going to, and not wanting to be subjected to such an atmosphere for the rest of the train ride, Juvia turned her attention to Lyon and asked, "Have you been on any interesting missions since the Games, Lyon-sama?"

Grateful to have been tossed a conversational lifeline, Lyon gave her a relieved smile and started in on an amusing story about one of his recent jobs. The conversation turned to a variety of light topics from there, and soon enough Gray was joining in as well, though the interactions between him and Lyon were more subdued than usual. Still, by the time they reached Lyon's stop and he parted ways with Gray and Juvia, Gray was feeling more hopeful that things could go back to normal between the two of them.

Sure, his newly realized attraction to Lyon didn't seem like it was going away any time soon, but he just had to keep it under control and not act on it. It wasn't like he wasn't used to having attractive female friends, and he could control himself around them just fine. (Though somehow he felt more pulled towards Lyon then he ever had to any of them…) He might not spend as much time around Lyon as some of his other friends, but the bond they shared was an old and important one, and he didn't want to have to distance himself from Lyon over something as stupid as getting a boner for him. But he didn't want to jeopardize his relationship with Juvia, either.

Gray was given a chance to put his self-control to the test just over three weeks later. A new night club, Under A Spell, was opening in Crocus, which wouldn't have been too interesting if it hadn't incorporated many magical effects into its design in an attempt to draw in mages from around Fiore. And it was working, at least on his girlfriend who, while not that into clubbing normally, wanted to go at least once to see what it was like. Deciding to indulge her, they planned a trip for a few days after the grand opening, trying to let the initial crowds die down at least a little.

Apparently being members of the winning team from the Grand Magic Games came in handy sometimes, because when one of the bouncers realized who they were, they were allowed to cut in the (very long) line to enter the club. The decor and furnishings of the bar area and tables was classy but otherwise fairly ordinary, with the only magical touch being the low illumination provided by the small spheres of light hovering over them. The dance floor was the main attraction, with magical lighting providing strobes and other fancy effects, and lacrima-powered decorative displays of elemental magic scattered around the edges of it. In one, fire leapt towards the ceiling, twisting itself into various shapes like hearts and swords as it moved. Bolts of lightning forked their way across the surface of another, while water fountained out of a third, freezing into gleaming ice before melting again and flowing back into it. Colorful cloths swirled in the wind generated by the fourth one, and stone gears ground against each other in the fifth.

Settling in at a table near the bar, Gray and Juvia soaked in the atmosphere while downing a few drinks. A few foolish guys either didn't notice or didn't care that they were together and tried to hit on Juvia, but it didn't take much for Gray to convince them that their presence was neither needed nor wanted. Soon they were comfortably buzzed but not really drunk. As they chatted idly, they spotted a familiar silver-haired figure weaving his way through the crowd towards the bar. "Lyon-sama?" Juvia called out, managing to catch his attention through the noise and causing him to chart a path over to them, instead.

Smiling down at them, he commented, "I wasn't expecting to run into you two here." Taking in Juvia's outfit, a mid-thigh length halter neck dress made of a dark blue fabric shot through with subtle threads of silver, he continued, "You look lovely tonight, Juvia-chan." Looking over at Gray, who was dressed in a simple but well tailored dark blue button up shirt and black jeans, he added, "And even you can manage to clean up well sometimes, Gray."

Gray smirked a little, since that was probably as close to an outright compliment as Lyon would give him. "You don't look that bad yourself tonight," he granted, though he had to admit to himself that 'not that bad' was understating the case. Lyon's silver-gray shirt had a subtle sheen to it, and it and the dark gray slacks he was wearing fit well enough to hint at the toned body beneath them.

Lyon looked amused as he responded, "Let's just hope that your outfit manages to stay on you for the duration of the evening." He gave a pointed glance towards Gray's chest, and Gray looked down to realize he'd already halfway unbuttoned his shirt. Biting back a curse, he blushed a little as he hurriedly refastened the buttons.

They spent a little while discussing what they thought of the club's decor, the consensus being that it was impressive enough to have been worth the trip, though the novelty of it would probably wear off after repeated visits. There was a brief lull in the conversation afterwards, ended by Juvia turning to Gray with a pleading look. "Juvia wants to dance some while she's here. Would Gray-sama please join her?"

Gray hesitated. It wasn't that he wanted to turn her down, it's just that he wasn't that comfortable with dancing in front of other people. Her expression faltered a little when he didn't respond right away. Leaning towards them, Lyon put in his own two jewels. "If you really don't want to, Juvia-chan could go out there alone, I'm sure there's plenty of guys out there who'd love to put their hands all over her." Gray scowled at the thought of other men getting too close to her. She wouldn't want them to, of course, but it'd be hard for her to keep her distance from others on such a crowded dance floor. But before he could open his mouth to say he'd go with her, Lyon continued, "Or I could accompany her instead…"

Well, that was a better prospect than her getting groped by random strangers, but he wasn't going to let that happen either. He'd come here to spend time with his girlfriend, and he wasn't going to make her do something without him just because of a little discomfort on his part. "No, it's fine, I'll go." At those words, a smug little smile spread across Lyon's lips, and he gave the other man a flat look as he realized Lyon had been deliberately baiting him into agreeing to dance with Juvia. Taking one of her hands to make sure they didn't get separated, Gray lead her towards one of the darker areas of the dance floor.

As he watched them leave, Lyon hesitated. He knew he should probably take this chance to put some distance between himself and the couple. It was painful, being around something or someone you wanted but knew you couldn't have, and it was made even worse because he couldn't stop wanting _both_ of them. Yet he craved their presence even if it hurt, because they made him feel like no one else did. So his feet moved to follow after them, against his better judgment.

Once they reached a good spot, Gray placed his hands on Juvia's hips and pulled her in close. Wrapping her arms around Gray's neck, she began rolling her hips in time with the music that was booming around them. He found it easy to match the rhythm of his own movements to hers, and let his hands skim up from her hips over her curves and back down over her thighs. Leaning forward, she captured his lips with her own, her fingers threading into his hair before moving to smooth the fabric over his shoulders. He was breathing heavily by the time she pulled away and turned around, grinding her ass against him and making him bite back a groan. Wrapping an arm around Juvia's waist to pull her even closer, he ran his other hand up her thigh, the fabric of her skirt bunching up as he stroked the flesh beneath.

That was when Lyon emerged from the crowds around them, pressing himself against Juvia's front and slipping one of his thighs between hers. Incorporating his movements into their existing rhythm was surprisingly seamless, even as Gray glared while Lyon ran his hands up Juvia's arms. Catching Gray's glare, Lyon's lips quirked up as he slid around the dancing couple, his hands trailing over both of them as he moved. Once he was behind Gray, Lyon pressed himself forward into him, hips grinding against his ass and arms wrapping around his chest. Gray could feel Lyon's cool breath against his ear as he whispered, "Jealous, Gray? You don't need to be."

He couldn't seem to hold onto his irritation with Lyon, not with the other man touching him like that, making Gray's heart beat faster as he started to crave the taste of Lyon's lips. And it didn't help when Juvia turned around in his arms and pressed a trail of kisses up the side of his neck. Part of his mind was telling him that he shouldn't be letting this happen, but he couldn't bring himself to care about what he should or shouldn't be doing. Not with Lyon and Juvia pressing themselves against him like this, not when he was still buzzed from drinking earlier and getting more turned on by the minute. Lyon soon moved back in front of Juvia, sandwiching her between them as Lyon pulled Gray's head forward for a deep, lingering kiss. When Lyon turned to give Juvia the same treatment, Gray ground his hips harder against her as he watched them. The friction between their bodies tantalized them, leaving them craving for more.

Turning around again, Juvia rubbed her ass against Lyon's hips as she straddled one of Gray's thighs. Leaning forward, she ran her fingers through Gray's hair as she ran her tongue around the shell of Gray's ear before nibbling on the lobe. Covered only by the thin fabric of her panties, her center rubbed up against his thigh as her lips sought out his neck. Lyon wrapped an arm around Gray's waist, pulling the three of them together as his other hand cupped one of Juvia's breasts, teasing her nipple through the fabric of dress and bra. Sliding his hands between Lyon and Juvia, Gray was a little surprised to encounter flesh instead of cloth, discovering that Lyon's shirt had become unbuttoned at some point. Still, he couldn't complain about the chance to feel toned muscles covered by smooth skin under his fingertips.

He lost contact when Juvia shifted positions again, but let his hands drop down to tease Juvia's thighs when she rested her back against him again. As Juvia ground back against Gray and slipped her hands into Lyon's half-open shirt to run them over his chest, she realized the ache between her thighs had grown past the possibility of being satisfied by anything they could do in public. Glancing up at Lyon before tilting her head back to look at Gray, she said, "Juvia thinks it's time to leave…"

Gray looked down at her with a half-smile on his face. "Yeah, let's go." When he shifted his gaze to Lyon, there was an expectant look on his face. He knew what would happen if they left together with Lyon right now, but he couldn't find it in himself to care about anything right now other than feeling Lyon and Juvia's bodies pressed against his some more.

Lyon simply turned and started pushing his way through the crowded dance floor towards the exit, tossing a mildly amused, "Don't forget your shirt," over his shoulder to Gray. Biting back a curse, Gray started looking around for it, only to have Juvia pick it up off the floor and hand it to him with a smile. After shrugging the shirt on but leaving it unbuttoned, Gray grabbed Juvia's hand as they followed Lyon to the door.

The night air outside the club was refreshingly cool by comparison. Lyon waited for the two of them to catch up to him before starting to lead them somewhere through the city streets. Gray shook off mild irritation at the way Lyon always tried to take charge - it didn't matter who lead the way or who's hotel room they ended up in. Still, he wanted to… Wrapping a hand around one of Lyon's wrists got the other man to pause. Cupping Lyon's cheek with his other hand, he leaned forward and captured his lips. With a groan, Lyon wrapped his free arm around Gray's waist and pulled him closer. Gray's hand slipped from Lyon's cheek into his hair as he deepened the kiss. Juvia eagerly watched as they continued to make out for a couple of minutes before they pulled away from each other and resumed walking.

The rest of the trip to Lyon's hotel room continued like that, with wandering hands roaming over bared arms and thighs or chests exposed by unbuttoned shirts and different pairs among them giving in to the temptation to stop and kiss each other senseless for a little while. This made the walk there take much longer than it needed to, but eventually the three of them distractedly stumbled into the room Lyon was staying in for the night. The door hadn't even finished closing behind them before Gray and Lyon's shirts were on the floor and everyone's shoes were being kicked off.

Gray was the first one to make his way to the bed, leaving a trail of unconsciously shed clothes behind him. Lyon more deliberately removed his pants and boxers before joining him, straddling Gray's lap as he wrapped his arms around him and their lips joined together. Gray threaded his fingers through Lyon's hair as their mouths parted and their tongues tangled, then let them trail over Lyon's neck, making him shiver. His hands moved lower, tracing the hard planes of Lyon's chest, different from Juvia's soft breasts but just as enticing.

Juvia, who had been watching them as she took off her dress and panties, neatly folded them, and placed them on a nearby chair, now moved to join the two of them, sitting to one side and pressing kisses to their shoulders as her hands sought out their butts and gave them a firm squeeze. Groaning, Gray pulled away from the kiss, letting his head fall back as Lyon moved his lips to Gray's throat and sucked on the skin above his pulse. His hands were now skimming Lyon's well-defined abs while Lyon's hands roamed up and down his back. Gray's hands continued to move lower over Lyon's stomach, causing Lyon to inhale sharply as they came tantalizingly close to his erection, standing stiff and aching to be touched.

Gray hesitated for a moment, then, swallowing down the slight nerves he felt, ran his fingertips lightly over the underside of Lyon's length before wrapping his hand firmly around it. It felt a little odd, holding another man's cock like this instead of his own. The angle was different, so was the way it felt in his hand, but watching Lyon bite his lip and breathe out a moan in response to him slowly dragging his hand up and down made him think he could quickly get used to it. Then it was Gray's turn to moan as Lyon returned the favor, taking Gray's own member in one of his hands and pumping it.

Gripping each other's thighs with their free hands, they leaned into each other, resting their heads on each other's shoulders as they let the feeling of stroking the other's cock and having their own stroked in return wash over them. Juvia wasn't sitting idle either, her hands caressing their backs and her lips peppering their shoulders and necks with kisses, the swells of her breasts rubbing up against their arms. " _Fuck_ , this feels…" Gray panted out, his voice trailing off into a groan.

He could feel Lyon's nod in response more than see it. "Keep going…" Lyon picked up the pace at which his hand was moving over Gray's length and Gray followed suit, not wanting to be outdone. They were breathing heavily now, each time their hands went up and down sending another jolt of pleasure into them, feeding the growing tension coiling within them. The harder and faster they stroked, the tighter it pulled and the more they craved the moment when it would finally _snap_.

The world narrowed to the sounds of their panting, moaning, and groaning, the feeling of bodies rubbing together and hands running over flesh, the pleasure coursing through their veins. Lifting his head, Gray skimmed the skin of Lyon's neck with his lips. Lyon turned his head to meet him, lips parting to let their tongues slide against each other as they explored each other's mouths. When he finally pulled away, Lyon nipped Gray's lower lip, tugging it lightly before letting go.

Leaning back a little, Gray looked down through the narrow space between their bodies and swallowed. The sight of his hand stroking Lyon's cock and Lyon's hand stroking his was an unexpected turn-on, coming close to sending him over the edge right then and there. Closing his eyes, he leaned forward again and redoubled his efforts. He could feel how close he was to achieving release, but he grit his teeth and held back, determined not to come before Lyon did. But he couldn't delay it for much longer. A few more strokes, and he was being swamped with pleasure together with Lyon, as sticky strings of cum splashed over their stomachs as they came on each other.

The three of them pulled apart a little bit once the men recovered from their climax, cleaning themselves up with tissues from a convenient box perched on the nightstand. Juvia's eyes were heavy-lidded with lust as she trailed her gaze over them. "Juvia enjoyed just watching and touching, but it got her _excited_ , and now she's just _aching_ with desire…"

Looking over at her with a smirk, Gray responded, "Well then, we'll just have to help you with that, right Lyon?" He included Lyon without thinking, the words feeling surprisingly natural. But right now he couldn't seem to see Lyon as a rival for Juvia's affections, instead of an ally in giving her pleasure, not after what they'd just done with each other.

A smirk to match Gray's own spread across Lyon's lips as he replied, "Of course we'll help you, Juvia-chan." Settling on a plan through a brief exchange of looks, Lyon started moving behind her while Gray settled himself in front, fingers trailing lightly up and down Juvia's thighs. Leaning back against Lyon, she slowly let her thighs spread apart, revealing her entrance to Gray's eyes, moisture already starting to gather there. Bracing his hands on either thigh to keep them open, he used his thumbs to spread apart her outer lips, giving him a better view of her opening. He ran his tongue over it lightly, teasing, then dragged it across her clit, pressing harder, provoking a moan from her.

Juvia moaned louder when Lyon took her breasts in his hands, kneading them and teasing her nipples erect with his fingers. Arching her back to push them more firmly into his grasp, she clutched at the sheets beneath her with her hands as pleasure washed through her. She loved being intimate with Gray, he always made sure they both enjoyed it and she didn't think she'd ever get tired of being with him, but she couldn't deny that having Lyon with them, working with Gray to bring her pleasure, added something special to the experience.

Lyon watched over one of Juvia's shoulders at Gray's head between her thighs, licking and sucking, making her body quiver against him. He'd enjoyed being the one who was in that position last time, but this position was good too, giving him an excellent view and letting him lavish attention on her breasts, something he hadn't had a chance to do before. He would treasure every moment he got to spend being with them like this, because who knew if he'd get more chances like this one in the future? Tilting his head, he pressed his lips against the side of Juvia's neck, smirking against her skin when she moaned out his name alongside Gray's.

Gray glanced up from what he was doing briefly and took in quite the sight. The way Lyon's hands were moving over Juvia's breasts, her flushed and ecstatic face, Lyon burying his face against her neck as he kissed along its curve… Just looking at them was making his cock harder. Turning his attention back to his own role, he thrust a finger into her center while focusing his mouth's ministrations on her clit, circling it with his tongue before sucking. "Ahhhh, yesssss…! Gray-sama!" Juvia cried out as one of her hands clutched his hair, trying to pull him closer.

He added a second finger to the one he was already plunging in and out of her, and was rewarded by her moans getting louder and higher. Gray could tell she was getting close to coming, but wasn't quite there yet. Intensifying his efforts, it wasn't much longer before her body was shuddering and her inner walls were clutching his thrusting fingers as she came. He kept up his attention to her clit and the movement of his fingers during her orgasm, trying to help extend it, only stopping once she was finished. Once he pulled his fingers out of her core, he took a moment to lick them clean of her juices, his eyes meeting Lyon's as he did so.

Juvia finished coming back to awareness from the bliss of her release just in time for Gray to lean over her shoulder to catch Lyon's lips in a passionate kiss, pressing both of their bodies against her own. A new wave of heat flushed through her as she realized that they were sharing the taste of her essence as part of that kiss. After Gray pulled back from the kiss, he took Juvia from Lyon's arms, shifting her onto his lap, where she could feel his renewed erection rub delightfully against her folds. "I want to be buried inside of you," Gray breathed into her ear.

She wanted that, too, but… Biting her lip, she looked back over her shoulder. "Juvia doesn't want to leave out Lyon-sama…"

Wrapping an arm around her waist and pressing his chest against her back, Lyon ran a hand over her ass. "I could join in, too," he told her as he ran a finger gently down the valley between her butt cheeks and around the hole there. A pleasant shiver ran down her spine as she realized what he was suggesting. The idea of having _both_ of them inside her at once… She could feel her arousal growing just _thinking_ about it.

"Juvia would love that."

Pressing a soft kiss to the side of her neck, Lyon replied, "I'll need to grab something first, then. Be right back." She sighed a little at the loss of his warmth when he moved away, but Gray quickly distracted her by bucking his hips against hers, the friction between them making her moan. Pulling her in for a kiss, their hips moved against each other in rhythm with the movement of their lips. It was a tantalizing tease, enough to keep their excitement going without providing satisfaction.

The rustling of the bedsheets and the sound of a cap being opened announced Lyon's return. Looking behind her, Juvia saw him squirt a small amount of a clear fluid from the bottle onto his fingers. A moment later she felt a cool wetness when his fingers touched her asshole, coating the area with lube before pushing one slowly inside. Turning back around, she let her head loll to one side to give Gray access to her neck. She kept rubbing her center slowly against Gray's cock as Lyon continued to work on stretching her out enough to accept him, eventually adding a second finger to the first.

Once Lyon judged that she was ready, he pulled his fingers out entirely before looking over her shoulder to Gray. "You first."

"Finally," Gray groaned out, wasting no time in lining his member up with Juvia's entrance. She lowered herself onto him, letting out a pleased moan at the sensation of him filling her. As she wrapped her arms around him, he pushed up so that they were both kneeling on the bed. Lyon had used that time to coat his own length with lube, so he wasted no time in lining himself up and slowly pushing forward into Juvia's ass. The muscles there stretched a bit uncomfortably to accommodate him, unused to such intrusions, a feeling not dissimilar to the first time she'd taken Gray's cock inside of herself. She liked the feeling of having their bodies pressed against hers like this, though, of being intertwined with both of them so intimately.

A few long moments passed in stillness as they let Juvia adjust to having both of them inside of her. Once she felt like she was ready, she requested, "Move, please." Gray was the first to obey, pulling out until just the tip of his length remained inside of her before thrusting back in. Lyon took that as his cue to slip out of her, and soon they were moving together in a slow but steady rhythm, one entering her as the other pulled away. She threw her head back and moaned loudly, overwhelmed by the sensation of them sliding in and out of her.

Gray moved one hand up grasp one of Juvia's breasts, fingers toying with her nipple, while his other one rested on Lyon's hip and his lips traced the curve of her neck. Lyon had one arm wrapped around Gray's back and his other hand roaming the outside of one of Juvia's thighs as he peppered her shoulder blades with kisses. One of Juvia's hands was gripping Gray's shoulder while the other had a firm grasp on Lyon's thigh. Gradually, the movements of their hips grew faster without falling out of sync with each other.

Enveloped as she was, with Gray in front of her and Lyon behind, her senses were filled with them, the way their bodies brushed against her own as they moved, the sounds of their panting breaths and their skin slapping against hers, their unique scents mingled with sweat and musk. Joined together like this, she felt so close to them both. Gray and Lyon, too, even if they weren't quite as physically close to each other as they were to Juvia, felt linked as they matched each other's actions. Pleasure filled them as they moved against each other, yet there was a sense of connection that hadn't been there the last time the three of them had been so entangled, lost in a pollen-induced haze of lust.

Moans and pants of each other's names filled the air as Gray and Lyon's thrusts grew even faster, pushing them ever closer to the edge. Noticing that Juvia didn't seem quite as far along as he and Lyon were, Gray guided one of Lyon's hands to her clit, where his fingers started rubbing hard, fast circles, making her cry out. Gray and Lyon's movements were starting to fall out of sync as the need to go faster and push deeper began to drown out everything else.

Lyon was the first to finish, stiffening and burying himself deep into Juvia's ass as he released his cum inside her. He still managed to hold Juvia steady against him and keep tracing his fingers over her clit as Gray continued to thrust his cock into her. A few times more, and she was feeling Gray's seed spilling into her in hot floods just before the building tension in her finally snapped, washing her thoughts away under a tidal wave of pure pleasure.

The way they were leaning on each other was probably the only thing that kept them upright as they came. Out of breath and exhausted from everything they'd done that night, they slowly pulled apart from each other. After wiping up the worst of the mess on them, they collapsed back onto the bed, Juvia nestled between the two men with her back to Gray, and pulled the covers over themselves. Still awash in the afterglow of their encounter, none of them wanted to discuss what happened just yet, so they let themselves drift off to sleep.


	4. Four Times Is A Habit

Waking up to the feeling of not just one but two warm male bodies pressed up against her, it only took a moment for Juvia to remember where she was and why. The three of them having sex with each other was starting to become a pattern, revealing something deeper between them than just lost inhibitions. Sure, they'd been somewhat drunk last night, but only enough to bring hidden desires to the surface. She couldn't deny that she was enjoying the way she was ensconced between Lyon and Gray right now, and wished that they'd end up waking up like this more.

She'd get up and get dressed, and then start making breakfast. Gray would join her a little bit later, coming up behind her and stealing a kiss from her before setting the table. Lyon would be the last one to appear, showing up as she was serving breakfast, giving them both good morning kisses before seating himself. The meal would be pleasant, even if Gray and Lyon bickered a little as they discussed their plans for the day…

Shaking her head a little to clear away the vision her mind had conjured, then opened her eyes. Lyon's face came into focus before her, and she traced his features with tender eyes. His hair was messy, sticking out in all different directions, and his face was relaxed and peaceful. It was nice seeing him like this. She couldn't deny that she desired him, but Juvia was starting to realize that that wasn't all she wanted from him. She wanted to hold him and kiss him sweetly, to share in his laughter and tears and all the little things in his life, and for him to share in hers in return, the way she did with Gray.

Juvia wasn't sure when her feelings towards Lyon had changed. Had it been after that night they had spent together at the end of the Grand Magic Games? After they'd run into each other and ended up having sex because of those flowers? Or had they been gradually shifting for even longer, and she just hadn't let herself see it because Gray was the only one she was supposed to feel like that about?

And Gray… She'd always thought that if she started developing feelings like that for someone else, it would only be possible because her feelings for Gray had started to fade. But she loved him just as much now as she ever had. She still wanted him to be the one she married, the one she shared the rest of her life with. It's just that now she wanted Lyon to be there with them, too. Maybe… Maybe they could-

Her train of thought was interrupted when Gray began to stir behind her. "What…? Oh." Juvia turned so she was laying on her back, trying to get a better look at Gray's expression, waking Lyon up in the process. Her mood fell a bit when she took in the uncertain frown on Gray's face. Looking away from her, he muttered, "We should get dressed." Biting her lip, she took a quick glance at where Lyon was moving, but hadn't opened his eyes yet, before nodding.

She went straight to where she'd placed her clothes the night before, while Gray took a little longer to find the scattered pieces of his outfit. Still, before too long they were dressed. Clasping a hand around her wrist, Gray started towards the door to the hotel room, pulling her gently along behind him. Before they could leave, Lyon's voice came from behind them. "Gray…? Juvia-chan…? Where are you going?"

Gray stiffened for a moment before bowing his head, but didn't turn around. Juvia was the one to look back towards the bed, finding Lyon sitting up, his hair still a mess, looking at them a bit blearily. After a moment, Gray responded, "To our hotel room, so we can clean up before heading home. Last night… We were all a little drunk, and the atmosphere in the club… We let ourselves get carried away. It shouldn't happen again."

Juvia saw a brief flash of pain cross Lyon's features before he forced them back to a neutral expression. His voice was calm and controlled when he said, "I see. Well then, have a safe trip home, both of you."

"You, too."

"Yes, please stay safe, Lyon-sama."

As they left, she couldn't resist taking one glance back before shutting the door behind herself. Lyon was looking down, his shoulders slumped, a posture that reminded her uncomfortably of her days as a rain woman, rejected by everyone. She wished she could stay and offer him some sort of comfort, but the last thing she wanted was for Gray to think she was choosing Lyon over him.

After the door clicked closed behind Juvia, Lyon put his head in his hands, running one of them up and down his face. Getting these little tastes of what he wanted so badly, only to be reminded the next morning that that wasn't something he was allowed to have, not for more than stolen moments, that Gray only thought of the times they'd been together as a drunken mistake… It hurt. Yet he couldn't say that he'd be able to refuse, should another chance like this come, even though he really should, for the sake of his own peace of mind and for the sake of Gray and Juvia, and their relationship. If it'd been just one of them, he'd have been able to resist, but both of them together… He looked up at the ceiling and sighed, wondering just what he should do.

It was with troubled hearts that Gray and Juvia returned to their hotel room, showered, and changed into fresh clothes before catching a train back to Magnolia. While Juvia worried about both Gray and Lyon, Gray was berating himself for his lapse in control. He shouldn't be wanting to screw someone other then his girlfriend this much. It wasn't like he thought that being in a relationship would make everyone else unattractive or something, but shouldn't his feelings for Juvia give him enough willpower to not give into those kinds of feelings for other people? He hadn't had much of a problem with that until he suddenly become aware of how attractive Lyon was. What made him so different from everyone else?

Gray didn't know how to feel about how eagerly Juvia had participated in everything, either. She'd loved him for so long and so intensely that he'd thought those feelings would never waver. And yet… she'd clearly enjoyed being with Lyon as much as she enjoyed being with him. That hadn't mattered to him while all three of them had been together, going with what had felt right in the moment, but now… Juvia had proven how much she cared about him time and again, she'd never do anything to hurt him intentionally, still…

He shook his head, trying to clear it of these thoughts. He wished things could go back to the way they had been before they run into those damned magical sex flowers. When Lyon hadn't caused him to feel such confusing things, and he hadn't had any doubts about whether Juvia might want someone other than him…

Unfortunately for Gray, he couldn't just wish away his problems. His mind kept drifting to thoughts of Lyon whenever he was idle, teasing him with memories of the way his hair fell over his face, the quirk of his lips when he smiled, how his eyes looked when darkened with lust… His subconscious wasn't doing him any favors, either, giving him sexually charged dreams involving the other man (and often Juvia as well) that might've been enjoyable if they didn't leaving him frustrated and wanting things he shouldn't want.

His agitated state of mind and lingering shreds of doubt about Juvia's feelings were starting to make things tense between him and Juvia. She could tell there was something different about the times they slept together, even if she couldn't quite but her finger on what had changed. One night, about two weeks after their trip to the club, as they were laying next to each other afterwards, she finally decided to try to broach the subject. "Gray-sama… Juvia was thinking about something…"

Looking down at where her head was resting on his chest, he raised an eyebrow at her. "About what?"

Taking a deep breath, she continued, "About Lyon-sama…"

She could feel him stiffen under her. "Why?" he asked, a harsh edge to his voice. "Would you rather be with him than me?"

"No!" Eyes wide, she quickly shifted so she could look him in the face. "Juvia is with Gray-sama because she wants to be. She wants to spend the rest of her life with you, and nothing will change that."

After spending long moments searching her eyes with his, Gray's shoulders relaxed as he became convinced of her sincerity. Looking away, he quietly asked, "Then why bring Lyon up now?"

Looking down and twisting her fingers together, she replied, "Juvia was thinking about what it'd be like if Lyon-sama was here, too, since it's happened before… And she was wondering if you ever thought about things like that…"

She looked up in time to meet Gray's eyes as he returned them to her. "Does it matter? Isn't the two of us being together right now more important?" The look in his eyes was as firm as his voice as he leaned in to capture her lips again, but it didn't escape her notice that he hadn't denied that he thought of Lyon, too. Juvia let him distract her from the subject, but she knew the matter wasn't settled.

Juvia's reassurance of her affection for him eased the tension between them to a degree, but things were still unsettled two weeks later when they found themselves on a train to Margaret Town, home of Lamia Scale. The two of them had agreed to attend Lyon's birthday party during the Grand Magic Games, before they knew how much everything that followed from that initial aphrodisiac-fueled encounter would change things between the three of them.

Gray knew it probably would have been wiser for them to back out of the invitation, so he could keep his distance from Lyon until he had more control over himself. But he'd told Lyon he'd be there, and he didn't want to disappoint him. And, even as confused as Lyon was making him feel these days, he _did_ want to see him. (Even if the part that wanted to see him most was also the part that thought that forgetting about everything else and shoving Lyon up against a wall so he could kiss him senseless was a good idea…)

Lyon's birthday party was a quieter affair than anything Fairy Tail generally held, just some friends coming over to his apartment for a nice dinner. In addition to Gray and Juvia, Lyon's teammates, Toby and Yuka, had been invited, as well as Sherry and her husband Ren from Blue Pegasus. Sherry's cousin Chelia rounded out the group. The conversation was light and pleasant, with Toby providing some amusing antics. Still, Gray would've had a better night if he'd found the goings on more engaging.

As it was, he found it hard to ignore how aware he was of Lyon's presence. Naturally, as the guest of honor Lyon would be the focus of the night's activities, but he had trouble paying much attention to anything else. A number of times during the night their eyes met and he had to look away, realizing his gaze had been lingering on Lyon for a little too long. He wasn't sure how many of the other guests noticed his preoccupation, though he was sure Juvia had with the way she spent the night looking between him and Lyon.

Once the party started wrapping up, Gray and Juvia ended up being the last guests to leave. Tension filled the room as the three of them realized they were alone together. Starting to get up from his seat, Gray said, "Juvia and I should get going, we still need to find a hotel for the night…"

"I… Please, stay a little longer." Lyon waved an arm at the small collection of wines that Sherry and Ren had brought as their gifts to him. "I'd like to sample these, but drinking alone is a bit depressing, isn't it?"

Gray knew he should say no. Alcohol and the three of them being alone together had been proven to be a bad idea more than once already. But Lyon was looking up at him hopefully, an unusual tinge of vulnerability to his expression. And who was Gray to deny someone he cared about such a simple request on his birthday? So he said, "Okay," and sat back down, the small smile that spread across Lyon's lips in response making his heart beat a little faster.

Lyon quickly fetched three wine glasses and a corkscrew and poured each of them a glass from different bottles. "I thought we could each sample one."

Taking the glass Lyon offered him, he sipped the contents and gave a nod of appreciation. "Not bad."

"Sherry-san and Ren-san have good taste," Juvia agreed after sampling her own glass.

"It's good to know you approve," Lyon commented, a smirk tugging at his lips.

They talked as they continued to slowly drink the wine, but Gray only paid half a mind to the conversation. His eyes followed the movement of Lyon's throat as he swallowed, traced the curve of his lips as they brushed the rim of his glass. In an effort to distract himself, he turned to Juvia and motioned towards her with his wineglass. "Would you like to taste mine?"

Juvia smile in response. "If you're offering." She reached out to take his glass from him, but he shook his head at her. Gathering some of the fluid into his mouth, he leaned towards her. Quickly understanding his intentions, she leaned forward to press her lips against his. Opening their mouths to each other allowed the wine to pass from him to her, and she swallowed it before sweeping her tongue through his mouth, tasting the remnants left behind. He could feel Lyon's eyes on them, but that just made him want to kiss her harder and linger longer.

When they parted, he couldn't keep from smiling at her flushed cheeks and pinker lips. Smiling back at him, she said, "Juvia would like to return the favor." At his nod, she took a mouthful of her own wine and placed her lips back on his. Groaning into the kiss, he wrapped an arm around her waist to pull her closer as the other hand cupped the back of her head, tangling itself in her loose azure locks.

They were both breathing hard once they finally pulled away. After a few moments, Lyon cleared his throat, drawing their attention back to him. Looking towards Juvia, he asked, "Would you be willing to share a sample with me, as well?" Before responding, she glanced at Gray, wanting his input on whether she should or not. He knew that he should tell her no, that allowing it to happen would be treading into dangerous territory, but he found himself giving her a small nod anyway.

Turning back to Lyon with a smile, Juvia replied, "Certainly." Gathering more wine into her mouth, she stood up and leaned across the table towards Lyon, who had been sitting across from them but rose to meet her. Juvia tilted her head to one side as he sealed his lips over hers, her hands coming up to rest on his shoulders as his settled on her hips. Whatever concerns he had about Juvia and Lyon's intimacy always seemed to fall away when he was faced with it in reality. Instead the sight of their lips molding to each other and their hands caressing the other simply left him even more aroused than before, and the only reason he'd want them to stop is so that he could join them.

When they released each other, Lyon picked up his own glass again. "Of course, I will allow you to have some of mine as well." Bringing the glass to his parted lips, he leaned back in to resume what he had been doing with Juvia. Their tongues brushing, Lyon let out a groan, and Gray had to stifle an answering noise of his own. Watching them make out was wearing away at his sense of restraint, making his own desire to join in stronger and stronger.

Finally they parted, just as flushed and out of breath as he and Juvia had been. Once he recovered his breath a bit, Lyon turned towards him. "And some of yours, Gray?"

"Only if you go first." Lyon accepted the condition with an amused quirk of his lips, taking another large sip of his wine into his mouth. Standing up, Gray leaned forward to meet him, lips tingling where they touched Lyon's. Mouth opening eagerly under the other man's, he wrapped his arms around Lyon and pulled him as close as he could with the table between them. Trying to suppress his desire for Lyon had only seemed to make him crave this more. Gray groaned into Lyon's mouth as their tongues sought purchase on each other.

Gray felt dazed when he pulled away. Gathering the last wine sample into his mouth, he quickly moved around the table to reach Lyon's side before initiating the kiss that would pass it to him. Their lips met just as eagerly as they did last time, Gray's hands finding their way into Lyon's hair as Lyon pulled Gray against him with his grip on Gray's hips. They couldn't ignore that Juvia's heated gaze lingered upon them, but that only encouraged them to keep going. He could feel an erection pressing up against his thigh, and Gray was sure Lyon was feeling the same thing.

Putting some space between them for long enough to catch his breath, Gray moved on to trailing kisses down the side of his neck. Even as he tilted his head back to give him more access, Lyon spoke, "Gray…? We should-"

"Don't want to talk," he nearly growled into Lyon's neck. He was tired of his thoughts chasing each other through his head, he was tired of trying to convince himself to not want this, he was tired of holding back. At least for now, he was going to let himself have what had been haunting his dreams, and damn the consequences.

Lyon sighed as he relented, sliding his hands up Gray's back while allowing the other man to continue to suck on the skin above his pulse. He knew that by not making Gray acknowledge that there was something more going on between them than alcohol and bad judgment, he was just setting things up for Gray to flee from what happened again in the morning. But pushing Gray to talk would probably just lead to them getting into a fight. Could you blame him for just wanting to enjoy this while he could, instead of ending his birthday with a nasty argument?

Tilting Lyon's head back down so that he could bring his lips back to his own, Gray started fumbling with the buttons of Lyon's shirt. Why could he lose his own clothes so easily, but have such trouble when he wanted to take someone else's off?! Their tongues slid against each other, struggling to push into the other's territory, while he continued to wrestle with undoing Lyon's shirt. Finally getting it fully open, Gray wasted no time in shoving it off Lyon's shoulders, who returned his arms to his sides to allow it to fall the rest of the way off.

Breathing heavily as he pulled away, Gray allowed Lyon to return the favor by unbuttoning his shirt, which he quickly tossed into some corner of the room once he was freed from it. Closing the distance between them, he wrapped his arms around Lyon as his tongue darted out to trace the dip of his collarbone. Groaning as he tipped his head to the side, Lyon tangled his fingers in Gray's dark, messy hair. Meeting Lyon's eyes with a darkened, lust-filled gaze, he traced the other man's guild mark with his lips without breaking eye contact.

Tugging on the locks he held, Lyon guided Gray back up so that he could devour his mouth once more. Even as their bare chests rubbed against each other, fingers dragging over smooth skin and lips moving feverishly against each other, it wasn't enough for Gray. He wanted all of the barriers between them to be stripped away. He wanted to watch Lyon come undone as a result of _his_ efforts.

Breaking away from Lyon's lips, Gray turned his head to the side and panted, "Bedroom," into Lyon's ear. With a small nod of acknowledgement, Lyon began moving backwards towards their destination. Not letting go, Gray moved with him, shoes being kicked off and pants and boxers finding their way to the floor as they went. Juvia, who had been watching with bright eyes and flushed cheeks as their making out had grown more intense, followed them, her own clothes joining Gray and Lyon's as she walked.

Once they reached the bed, Gray gave Lyon a light shove, pushing him down onto it. Scooting backwards to put more space between them and the edge of the bed, Lyon placed his hands on Gray's hips as the other man straddled him. Gray's hands ran up his abs and over his chest before moving up to cup his face and pull him in for another lingering kiss. As their tongues explored each other's mouths, Gray let his hands drop to run his fingers over Lyon's collarbone and shoulders.

When Juvia joined them on the bed, she pressed herself against Gray's back, splaying her hands over his chest, while Lyon shifted his hands away from Gray's back to run them up and down her thighs. Nipping Lyon's lower lip, Gray tugged on it before releasing it fully, sliding his hands lower as he traced kisses down Lyon's neck and over his collarbone. While Gray's mouth trailed over Lyon's chest, Juvia was returning the favor by running her hands across his.

Lyon sucked in a sharp breath as Gray continued to move lower and lower and showed no signs of stopping. Would he really…? When he reached the bottom of Lyon's abs, his hands now rubbing circles on Lyon's inner thighs with his thumbs, Gray looked up at him with a determined gleam in his eyes. Gripping Lyon's cock with one hand, he brought the tip of it to his lips and flicked his tongue across the head, making Lyon release a shuddering breath.

Emboldened by Lyon's reaction, Gray licked the underside of Lyon's member, running his tongue from the base to the tip and causing Lyon to groan from the sensation. He swirled his tongue over the head, running the tip of it along where the head met the shaft, before taking it into his mouth and giving it a light suck. As he did this, Juvia pressed her lips to the side of his neck and moved one of her hands to wrap firmly around his own length and ran it up and down. Gray moaned in response, the vibrations running through Lyon's cock as well.

"Fuck," Lyon panted out as he clutched at the sheets under him with his hands. Gray kissed and licked the sides of Lyon's member while Juvia continued to slowly stroke his own. Wrapping his lips around the tip, he slid them up and down, slowly taking more and more of it into his mouth. The pace of Juvia's hand increased, provoking another moan from him. Lyon bucked his hips up in response, catching Gray unprepared as it drove his cock deeper into his throat, almost making him choke.

Gray pinned Lyon's hips down with one arm, his other hand wrapped around the part of Lyon's length that he couldn't take into his mouth, and picked up the speed with which he was moving. His tongue swished from side to side against Lyon's cock as it slid in and out his mouth before he took it in as deep into his throat as he could and sucked hard, making Lyon let out a groan. Gray had never really expected to enjoy being the one to do this to a guy instead of being on the receiving end, but hearing the sounds Lyon made and looking up to see his face flushed and contorted in pleasure filled him with satisfaction. It felt good to have Lyon at his mercy like this, so affected by what he was doing.

Juvia continued to stroke him faster and faster, coaxing more moans from him. The vibrations added to the pleasure Gray's mouth was bringing to Lyon, pushing him ever closer to the edge. When Lyon knew he couldn't hold out much longer, he groaned out, "Gray, I- I'm going to…" Gray immediately pulled back so that only the tip remained in his mouth, not ready to try swallowing down Lyon's release with his mouth already full, while he kept his hand moving to finish Lyon off. He could feel Lyon's member twitch in his hand as his mouth was filled by hot bursts of cum.

The taste wasn't too odd to him - he'd tasted himself in Juvia's mouth after she'd done this to him before - so he went ahead and swallowed it before releasing Lyon's softening cock from his mouth with a pop. Leaning back, he let himself concentrate on the feeling of Juvia's hand gripping his length as she moved it in rapid strokes. It didn't take long before he was stiffening as the building tension within him finally snapped, pleasure flooding through him and wiping away all thought.

Even after he came back down from his high, Lyon still felt a bit dazed. He'd never thought Gray'd be willing to do something like that to him. It'd been a pleasant birthday surprise, though, even if it'd been clearly apparent that Gray was inexperienced at it. Looking up at Gray, who was looking just as flushed and sweaty as Lyon was sure he did, strands of hair sticking to his skin and a lust-glazed look to his eyes, which Lyon met as he murmured, "That was… Thank you."

A proud smirk tugged at Gray's lips with Lyon's words. What they'd done had taken the edge off of his frustration, and while he still wanted to fuck Lyon (and Juvia) and make them come, his desire for Lyon wasn't as overwhelming as it had been earlier.

From behind him, Juvia, who had been idly tracing the dips and ridges of the muscles on his chest as he recovered from his climax, asked, "Is it Juvia's turn now?"

Smiling at her, Lyon took a hold of one of her hand and brought her palm to his lips, kissing it tenderly before meeting her eyes with a heavy-lidded gaze. "If that is your wish."

Disentangling himself from Juvia so he could shift off of Lyon and turn towards her, he added on to Lyon's statement, telling her, "We'll see how loud we can make you scream." Juvia felt a shiver of excitement run down her spine from that statement coupled with the intense and hungry look he was giving her.

As both he and Lyon wrapped an arm around Juvia's waist to pull her towards them and Gray captured her lips while Lyon sought out her neck, it began to dawn on him that being here with the two of them like this felt more right than many of the times he'd been with Juvia over the past month. Not wanting to examine that thought too closely, he busied himself by running the fingers of his free hand lightly over Juvia's collarbone.

Juvia braced her hands against their hips, one on each of them, as she moaned into Gray's mouth. He took one of her breasts in his hand, and Lyon mirrored his movements on the other side. Juvia ripped her lips away from his as their hands started to knead and tease her peaks, tossing her head back and licking her lips as she panted and pushed her breasts more firmly into their touches. She leaned back into their supporting arms as they trailed kisses down her neck and past her collarbone.

Their hands shifted to rest below her breasts as their mouths continued to move lower. Her nipples tightened in anticipation as they took their time kissing every inch of them but where she wanted them to the most. When they finally traced their tongues over her peaks before pulling them into their mouths, she cried out, "Ahhhh, yessss!" as her back arched. Her hands came up to fist in their hair, silver locks just as soft under her fingers as the black, as she encouraged them to suck and lick with abandon.

As they continued to occupy their mouths, their hands began to stroke lower and lower over her stomach. When they switched to tracing circles on the insides of her thighs, she spread her legs wider in invitation, the growing ache between them begging for their touch. Their hands crept towards her center, making her tingle with anticipation. When they finally reached their goal, Gray's fingers lightly teasing her clit while Lyon sank a finger right into her entrance, she shuddered and moaned. "Ohhhhh… _Please…!_ "

Releasing her nipple with a small pop, Lyon looked up into her flushed face and glazed eyes with satisfaction. "Hmmm… This wet for us already?" he asked, slowly sliding his finger out of her before pushing it back in.

Also letting go so he could join in, Gray's voice was low and husky as he questioned, "You got off on what we were doing earlier, didn't cha?"

Leaning forward to rest her weight against them, she felt her cheeks flush more as she nodded. "Juvia really likes… ahhhh… seeing you together…" She squeezed her eyes shut briefly as Lyon continued to slowly move his finger inside of her while Gray lazily traced his fingers over her sensitive nub.

Turning his head so that his lips were brushing over the shell of her ear, Lyon inquired, "What else gets you excited?"

Opening her eyes again, she replied, "Mmmm… When both of you… are touching Juvia… or she's touching both of you…"

She saw Gray smirk as he responded, "You must be loving this, then."

Nodding fervently, she squirmed against their stroking hands. "Please… _more…_ " They obliged, fingers starting to move faster. She bucked her hips into Lyon's thrusts, trying to drive his finger deeper. The wet noises his finger made while working against her center mingled with her own pants and whines. When Lyon inserted a second finger into her, she threw her head back and moaned louder, then moaned again and bucked her hips harder when Gray started rubbing his fingers more firmly against her clit.

Gray and Lyon buried their faces into opposite sides of her neck, kissing and sucking as they moved their fingers even faster. As pleasure surged through her with every stroke of their fingers, she could feel the tension inside her winding tighter and tighter. "Lyon-sama…! Ahhhhhh!" she called out as he pushed a third finger inside her while she rocked her hips helplessly against his hand, and then "Gray-sama…!" as he lightly pinched her clit before continuing to rub it.

Juvia wrapped her arms over their shoulders and necks, clinging to them to keep herself upright as they kept pleasuring her with their fingers, her cries only increasing in volume and pitch. She was getting close, she could feel it, the tension inside her almost to the breaking point. Lyon curled his fingers, managing to brush _just_ the right spot, and she shuddered against them, loudly voicing her approval. He repeated the motion, and then again, and she bucked her hips into his hand even more eagerly than before.

She was hovering right on the edge, she just needed one last push to send her over. Positioning his lips right by her ear again, Lyon murmured, "Please, come for us," just as his fingers stroked the sensitive spot inside her, and Juvia found herself coming apart there in their arms, her body shuddering as she climaxed. A tidal wave of pleasure swamped her, washing away all awareness of anything else, and was slow to recede.

When she came back to herself, she was leaning heavily against their chests as they held her up, Gray softly stroking her hair while Lyon rubbed his hand across her back. Once her breathing was calmer, she sat back up, Lyon finally pulling his fingers completely out of her as she did so. Taking his hand in hers, she brought his fingers to her mouth, her tongue darting out to lick her essence off of them as she kept her eyes on his. The sight made Lyon swallow heavily.

Once she had finished her cleaning, she allowed his hand to drop back down to his side as she turned to Gray and cupped the side of his face as she brought her lips to his. The kiss she gave him was sweet, full of affection and gratitude. She withdrew from him only to shift her attention to Lyon, kissing him with just as much sweetness as she had Gray.

After she pulled away, Juvia looked up at Lyon with a tender smile. "Since it's Lyon-sama's birthday, is there anything he'd like for Juvia to do? Gray-sama will help, too, right?" She looked over to Gray and was met with a confirming nod.

Lyon's eyes widened briefly at her offer, and he had to look away as he took a moment to consider her offer. There were many things he'd like to do with the two of them in bed, but what would he most enjoy of the things they hadn't done yet? Arriving at a decision, he met her eyes again and told her, "I want you to go down on Gray while I take you from behind."

Juvia unconsciously licked her lips as an excited shiver traveled through her body as she thought about doing what Lyon has asked, taking Gray's cock deep into her mouth while Lyon drove his into her… Glancing briefly towards Gray, she could tell he was turned on by the idea as well. "If that is Lyon-sama's birthday wish…" she replied with a smile. Turning towards Gray, she leaned forward to wrap her arms around his neck and kiss him once more, but this time it conveyed her passionate desire. He groaned into the kiss as her fingertips teased the nape of his neck and she tilted her head for better access.

Tugging on his lower lip as she pulled away, her smile turned slightly predatory at the glazed look in his eyes. Slipping her hands from behind his neck, she trailed them over his collarbone and down his chest, following behind with quick presses of her lips and soft nips with her teeth. She didn't tarry for long in her path to her goal, traveling past chiseled abs to his hips and even lower. Cupping his balls in one hand and running her thumb across the sensitive skin there, she gripped Gray's length with the other and brought it to her mouth, proceeding to take a long, slow lick on its underside from the base to the tip.

While Juvia had been busy getting into a position where she could use her mouth on Gray, Lyon had shifted behind her. Tugging up on her hips gently, he urged her onto her knees, her ass sticking up towards him. He pressed his hips against her, his erection rubbing against her folds, which were still slick from when she came earlier. She bit back a moan as she pushed back against him, increasing the friction between them as she took half of Gray's member in her mouth and slowly dragged her lips upwards, sweeping her tongue side to side against it as she moved.

Gray groaned and tangled his fingers in Juvia's hair, pulling lightly on it as she circled her tongue over his tip before giving it a good, strong suck. Lyon ground his hips against Juvia's, enjoying the feeling of his cock sliding up and down against her wet entrance, before taking it in hand and pressing the head against her opening. He slowly pushed into her center, finding Juvia warm and welcoming as her inner walls stretched to accommodate him. She let out a long hum as she felt him gradually fill her, giving Gray added pleasure as the sound was transmitted through his length.

Lyon leaned foward and palmed Juvia's breasts as he pulled out only to plunge right back in. Pressing a lingering kiss between her shoulder blades as his hands squeezed the firm flesh held within them and his fingers ran teasingly over her stiff peaks, he started to set a steady pace with his hips. Pushing back to meet Lyon's thrusts, she moaned as she moved her mouth up and down over Gray's cock. The way Gray's face looked as Juvia worked on him like this, the feel of her softness under his fingers and her body pressing against his as he buried himself inside her… Groaning, Lyon picked up his pace, his hips slapping against hers harder.

Gray moaned as Juvia scraped her teeth lightly along his shaft, his head thrown back in pleasure. Bringing his head back down, he watched Lyon bend his head down to suck on the side of Juvia's neck. She eagerly pressed back into every thrust of Lyon's hips, driving him into her more deeply. Groaning at what an erotic sight Lyon fucking her like that made, Gray closed his eyes and used his grip on her hair to encourage Juvia to take him in faster and deeper.

Lyon wrapped an arm around Juvia's stomach as his other hand sought out the sensitive nub at the apex of her thighs and started tracing patterns there. She shoved her hips back against his harder as his touch sent more sparks of pleasure through her, winding the tension within her ever tighter. The way her moans vibrated through Gray's cock as it slid in and out of her mouth combined with her licking and sucking to drive him crazy. Shallow thrusts of his hips drove him deeper down her throat as he neared the breaking point.

Gray's eyes met Lyon's, his own feelings of ecstasy mirrored there. They held each other's gazes for a long moment before Lyon turned away to trace the nape of Juvia's neck with his tongue. Eyes snapping shut as Juvia took him in deep and sucked hard, Gray found himself holding her head in place as he came, releasing floods of his seed down her throat. She swallowed it down with practiced skill as waves of bliss rolled over him.

Releasing him with a wet pop, Juvia braced her arms against the bed, tilting her head back to rest against Lyon's shoulder. Still hazy from the strength of his orgasm, Gray watched as they thrust their hips against each other harder and faster in pursuit of their own release. Lyon panted next to Juvia's ear, his hot and heavy breaths brushing past it. She could feel how close she was, but she couldn't quite seem to get there.

Lifting her head up to look forward, she saw the way Gray was watching them with rapt attention. Did he enjoy seeing them like this, the way she liked to watch him and Lyon…? Noticing her distraction, Lyon followed her gaze, a smirk pulling at his lips when he saw what had caught her attention. "Gray wants to see me make you come. Don't you, Gray?"

Swallowing to wet his dry mouth, Gray confessed in a low voice, "Yeah."

Pressing his fingers more firmly against her clit, he turned his head towards her, murmuring in her ear, "Then show him," as he thrust deeply into her. Her body shuddered as she finally came, her inner walls clamping down around Lyon's cock while her awareness was drowned out as overwhelming pleasure surged through her. Another thrust or two and Lyon was groaning in her ear as he joined her, releasing cum inside of her in spurts.

Sagging to the bed tiredly, after taking a few minutes to recover Lyon pulled out of Juvia and laid himself down on the bed next to Gray. Flopping down on Gray's other side, Juvia cuddled up to him, basking in the afterglow of their exertions. Turning into his side, Lyon looked down at Gray, his expression turning serious. "Gray…"

Gray threw an arm over his face, as if by blocking out Lyon's words he could avoid having to deal with what Lyon wanted to bring up. "Just… leave it for the morning, please?"

Frowning, Lyon settled back on the bed next to him. "Very well," he responded as he moved to pull the covers over them. Lyon knew things couldn't keep going on like this, but he couldn't push for what he really wanted, not without risking losing what little he was getting and endangering Gray and Juvia's relationship in the process. Wrapping an arm around Gray's waist, Lyon almost wished that morning would never come, so they could stay like this forever.


	5. Five Times Is An Acceptance

Gradually returning to awareness, Gray could feel Juvia's familiar warmth pressing up against his back. The body nestled on his other side was a bit cooler and less familiar, but their presence was still comforting as he buried his face in their neck and breathed in their scent. Stiffening as last night's memories started filtering in, Gray pulled his head back, opening his eyes to look into Lyon's sleeping face.

Gazing at his peaceful expression, Gray wanted to thread his fingers into Lyon's silver hair and pull him in for a kiss, or maybe press his lips to the underside of his jaw and throat until he started stirring… Tearing his eyes away from the other man, Gray cursed himself internally. He shouldn't be thinking about that kind of thing, or how nice it felt to lay between Juvia and Lyon like this. He shouldn't have given into his desires like that last night, either.

Sitting up, he pushed the covers off of him, ignoring the way Juvia and Lyon grumbled at the sudden disturbance. He had to get out of here before he made another mistake like that again. Stumbling out of bed after him, Juvia and Lyon made it to the door of Lyon's bedroom in time to see Gray pulling on the last of his discarded clothes from last night. Glancing towards them with a pained look on his face, Gray muttered, "I- Sorry-!" before turning and bolting out the door of Lyon's apartment.

Moving forward, Juvia began gathering her own clothing. Biting her lip, she turned back to Lyon and said, "Lyon-sama, Juvia is sorry, but…"

He smiled sadly at her as he nodded. "I understand, you should go after him."

Once she had finished dressing herself, she returned to his side long enough to press a gentle kiss to his cheek before leaving, surprising him a little.

Gray had reached the train station by the time she'd caught up with him. As they stood waiting for their train, he glanced at her for a brief moment before going back to staring straight ahead. "I'm sorry," he told her in a tight voice. "I won't let that happen again."

Frowning, Juvia wanted to tell him that that's not what she wanted from him, but this wasn't the time or the place to have that kind of discussion. So she let him lead her onto the train in silence.

After they returned to Magnolia, Gray couldn't seem to keep his hands off of her when they were alone, but his actions held a desperate tinge that made Juvia uncomfortable. She tried to give him some time to see if he'd come out of whatever this was on his own, but when more than a week had gone by with no signs of improvement, she decided to take matters into her own hands.

As they were lying next to each other in bed, Gray determinedly kissing his way down her neck, Juvia gently but firmly pushed him away and onto his back. Moving to straddle his hips, she pinned his hands down against the bed. Looking up at her with a confused expression, he asked, "Why…? Don't you want me anymore?"

Holding his gaze with her own, she answered, "Juvia wants Gray-sama, but not like this. Not when he's using her as a distraction from his own feelings, or to try to convince himself that she's the only one he wants."

Gray looked away, the expression on his face one of… shame? "Gray-sama doesn't think it's wrong for him like men as well as women, does he?"

He scoffed at that, his head still turned away from her. "No. I mean, that _was_ weird at first, but…" His voice trailed off into silence.

"Then what is bothering Gray-sama? Juvia can't help him if she doesn't know what he's thinking." Letting go of one of his wrists, she grasped his chin and gently turned his head towards her, but he refused to look her in the eye.

"It's… I shouldn't be feeling this way about Lyon. Not when I'm in love with you."

She frowned a little at his answer. "So Gray-sama feels like he's betraying Juvia by wanting Lyon-sama, too?"

"Yeah, I guess," he agreed, finally allowing her to meet his gaze.

"Well, is Gray-sama planning to sneak around with Lyon-sama behind her back? To lie to her about what he's doing?" she asked, eyes serious as she kept them locked on his.

Eyebrows furrowing in puzzlement at her line of questioning, he replied, "No, of course not." Even as confused about everything as he'd been feeling lately, he'd never stoop low enough to do something like that to her.

"Have Gray-sama's feelings for Juvia changed? Would he leave her to be with Lyon-sama instead?" she continued.

Gray shook his head a little. "No, never." As much as he wanted Lyon, losing Juvia's presence in his life would be too high a price to pay.

She smiled gently at his response. "Then Juvia doesn't think she has any reason to feel betrayed by you."

Gray frowned up at her. "But still, with Lyon, I-"

Juvia put a finger to his lips, shushing him. "If Juvia had a problem with what you did, she would've said something. She was right there, after all. She's even asked Gray-sama and Lyon-sama to do things together. And she, too, has touched Lyon-sama and let him touch her."

He moved his lips away from her finger, still frowning. "I don't understand why you're okay with this. Usually you get so jealous of anyone who gets too close to me…"

She shrugged, smiling down at him helplessly. "It's different if it's Lyon-sama. Because Juvia wants him, and he wants her too, so he wouldn't try to take you away from her. And because Juvia enjoys seeing Lyon-sama and Gray-sama together."

Pulling his other arm free of her hold, he moved his hands to rest on her waist, continuing to look up at her with a serious expression. "So, you're fine with me sleeping with Lyon, as long as you know about it."

Nodding, she replied, "Juvia would be a hypocrite if she wasn't." After a significant pause, she continued, " _Is_ Gray-sama okay with Juvia being with Lyon-sama?"

His lips pulled into a wry smile as he idly traced circles against her skin with his thumbs. "Well, like you said, I'd be a hypocrite if I had a problem with it. 'Sides, you're really hot together."

Juvia could feel her cheeks pinking a bit in response to his last comment. "Juvia's glad that's settled, then. But… she thinks that her and Gray-sama need to make it clear where Lyon-sama stands with them."

Gray frowned a little but nodded. They'd just been letting things happen between the three of them, and while he no longer regretted it, not clarifying what they were to each other now left the door open for further confusion. "Saying he's a friend that we'd like to have in bed with us sometimes doesn't seem…" There was more to what he felt for Lyon than that.

She nodded. "Juvia wouldn't feel right about that, either. No, she was thinking… she wants invite Lyon-sama to join her and Gray-sama's relationship."

Eyes widening a little at her suggestion, he asked, "So, you want all of us to be together, like a couple but with three people?" wanting to make sure he understood her. She nodded, a nervous smile hovering on her lips. Considering her idea, he thought about what that might be like. Waking up with Lyon's body entangled with theirs, eating meals with him, kissing him and holding him close the way he did Juvia… Lyon would probably want to stay a member of Lamia Scale, and Gray wouldn't ask him to leave so he probably wouldn't be around all the time, but… Even if he could be annoying at times, the thought of sharing these things with Lyon made a warm feeling grow in his chest, the same kind of feeling he got around Juvia.

Coming to a decision, he nodded back to Juvia. "I'd like that, too, though I don't know if Lyon will agree."

"Then Juvia and Gray-sama can ask him to visit so they can make their offer to him." Beaming, she leaned forward and kissed his lips sweetly. "Juvia is happy she and Gray-sama worked this out!"

She suddenly found herself laying on her back with Gray smiling devilishly down at her, having taken advantage of her distraction to flip their positions. Leaning down, he whispered huskily in her ear, "Well, if I may have to share you more in the future, I should take advantage of it just being the two of us right now, shouldn't I?"

Roaming her hands over his back as he nibbled on her earlobe, Juvia smiled. _This_ was the Gray she wanted, and she was glad to see him again.

Lyon had been in the middle of a somewhat lengthy job when Gray and Juvia had contacted him, so it took nearly a week after that for him to catch a train to Magnolia. They'd been rather vague as to what exactly they needed to talk to him about, but Lyon had a sinking feeling in his stomach about what they were going to tell him.

Sherry had gotten in touch with him a few days after his birthday, asking about what was going on between him and Gray and Juvia. He hadn't been surprised she'd picked up on the tension they'd had, she'd always been sensitive to that sort of thing. So he'd gone ahead and told her about everything that had been going on, thinking that maybe an outside perspective would be helpful. She hadn't really told him anything he didn't already know, though - that these impulsive trysts weren't good for him, and that he should either try to establish something more solid with the two of them, or distance himself from them and attempt to move on.

Unfortunately, he doubted he'd be able to get them to agree to the first option, and he didn't want to try pushing for it and possibly ruin Gray and Juvia's relationship in the process. And he didn't really want to do the second, even if it probably was for the best. He wasn't even sure if he could move on successfully - he'd thought that he'd been getting over Juvia, but all it had taken was the incident that had started all of this to get him hooked on her again and add growing feelings for Gray to the mix.

Well, the choice of what he should do would probably be out of his hands soon, since it was likely that Gray and Juvia had decided that they wanted to stop ending up in bed with him, and that they were going to take whatever steps were necessary for that to happen. Sure, they'd very obviously enjoyed themselves with him, but Gray had never been able to accept what he'd done afterwards. Unless and until he could, what was going on between the three of them could never be more than a temporary fling.

When he arrived at Gray and Juvia's apartment he was surprised that they asked him to sit between them instead of on the couch across from them. Silence stretched between the three of them for long moments. Gray was the one to break it, stating, "You can probably guess what we want to talk to you about."

Nodding, Lyon tried to internally brace himself for what he knew was coming. "You want to discuss the three of us sleeping together."

Gray coughed a little in response, not having expected Lyon to put it quite that bluntly. "Yes, that. You… know that things can't keep going on the way they have, right?"

Lyon looked down, trying to keep the resignation off his face as he saw where this was going. "I understand that, yes."

He started a little when Juvia slipped her hand into his, tilting her head to try to meet his eyes as she gave him a soft smile. "That's why Juvia and Gray-sama want to ask you something."

Lyon couldn't keep a tinge of sadness out of his answering smile. "You know I'll do whatever I can to make you happy, Juvia-chan."  
Turning to his other side, he continued, "You, too, Gray, I guess…"

"Juvia and Gray-sama want Lyon-sama to be happy, too," she told him sincerely, ignoring the slight scoffing noise from Gray's direction. "That's why she wants to know if Lyon-sama would like to join her and Gray-sama."

"Join you…?" He blinked at her, suddenly unsure about where this conversation was going. "What do you mean by that?"

Gray rolled his eyes at that. "And I'm supposed to be the dumb one?" Lyon glanced over at him, eyes narrowed in irritation, only to be surprised when Gray reached out to take his other hand, his expression turning more serious. "Look, Juvia and I care about you, and you're annoyingly hard to resist wanting, so we decided to ask you to join our relationship."

The offer came as such a shock to him that he said the first thing that came to mind. "…You really have no idea about how to be romantic, do you?"

Scowling, Gray huffed in response. "What kind of answer is _that_ meant to be?"

"It's not meant to be one. It's just- I never thought you'd-" Lyon took a deep breath, pausing to gather his thoughts. "Are you serious about this?"

Juvia gently squeezed the hand she was holding, causing him to look back at her. "This must seem sudden, but over time Lyon-sama has made a place for himself beside Gray-sama in Juvia's heart, even if she didn't realize it until recently."

Gray nodded. "We don't always get along, but you're one of the most important people in my life."

Lyon closed his eyes for a moment. "Are you prepared to deal with how people will react to such an arrangement?"

"Juvia and I are Fairy Tail mages," Gray said with a snort. "Since when do we let what other people think keep us from doing what we want? 'Sides, I don't see why we'd go around announcing it to people - those close to us would know, but it's not anyone else's business what we do with each other." Lyon thought for a moment about how Sorcerer Weekly would jump at the chance to publish such a scandal, but held his tongue. Gray continued, "You still haven't really told us whether or not you want this."

Taking another deep breath, Lyon replied, "I- Yes, I do. I'd very much like to be with you both."

A beaming smile spread across Juvia's face as she leaned towards him. "That makes Juvia so happy!" Cupping his cheek with one hand, she turned his face towards her so she could close the distance between their lips. The kiss they shared was more soft and tender than the ones they'd had before, slow brushes of lips and fingers gently stroking over skin. When they parted, he found himself looking down into eyes full of adoration, a look he'd once thought she would only ever give to Gray.

She let her hand slip away from his face as Gray reached out and turned Lyon to face him. Gray's smile was smaller than Juvia's but no less genuine. "My turn," he said simply before placing a hand behind Lyon's neck and tugging him closer. Gray's kiss was firmer than the one that Juvia had given him, but still portrayed affection rather than the passion that had dominated their earlier encounters, their movements unhurried.

There was a different feeling between the three of them as they sat there on the couch, trading languorous kisses, more peaceful and contented than before. Knowing there would be other times together in the future freed them to take time to explore instead of rushing to the end. Mouths moved to necks and ears as hands grazed over arms and legs.

His hand skimming up Juvia's thigh and over her hips to rest on her waist, Lyon's eyes snapped open when he felt flesh and not cloth underneath his fingers. Looking down, he realized that they'd all somehow lost their tops and that Juvia's breasts were now covered by nothing but a bra. Noticing where Lyon's attention had gone, she pulled back a little and asked, "Is Lyon-sama enjoying the view?" while bringing her breasts a little closer to his face.

Swallowing heavily, he replied, "Definitely." This sultry, teasing side to her was something he hadn't expected of her before all of this started, but he couldn't say he didn't enjoy it. Lowering his head, he started kissing his away across the pale expanse of flesh between her collarbone and the top of her bra, his hands gliding up and down the sides of her stomach. He shivered a little as Gray reached around Lyon's waist from where he was sitting behind him, his fingers tracing the indentations of Lyon's well-defined abs as he pressed a kiss to the nape of Lyon's neck.

As Lyon's lips grew closer to the valley between her breasts and Juvia let out a pleased hum, the path his hands traveled grew closer to the band of her bra. When they started to move towards where it was clasped against her back, her hands came up from where they were stroking his thighs and placed themselves on top of his, holding them still. Raising his head to give her a questioning look, he found her looking down at him with eyes darkening from desire. "If Lyon-sama wants to take things further, then it shouldn't be done here. There isn't really enough space to do things properly."

Holding her gaze, he brought one of her hands to his lips and kissed it. "Then please lead the way to somewhere better."

Rising from the couch, she offered her hands to the two men still seated there. After helping them up, she released their hands and sauntered towards the bedroom. Once inside, she cast a coy smile at Gray and Lyon over her shoulder before slowly shimmying out of her skirt, then unhooking her bra so she could cast it aside with her panties. Taking a seat on the bed, she watched as they shed their clothing carelessly and made their way over to join her.

Gray and Juvia coaxed Lyon into leaning back against the headboard, then settled on a plan with an exchange of glances. Leaning in to give Lyon a lingering kiss, Gray then moved back a little to let Juvia take center stage as she straddled Lyon's lap and took his hands in hers. Turning each one toward her, she placed kisses on the undersides of his wrists before sliding her hands slowly up his arms. When she leaned closer, Lyon wrapped his arms around her, flattening his palms against her lower back.

As she traced over his shoulders and the dip of his collarbone with her fingers and dragged her tongue up the side of his throat and over his pulse, his hands slowly slid up her back to rest against her shoulder blades. Her hands moved lower, taking their time as if she was trying to memorize every inch of him. He let his hands drop back down, grasping her shapely rear and squeezing a bit, making her let out a cute little gasp. Pulling her forward a bit, her breasts began brushing against his chest with every movement of her mouth against his neck and every exploratory touch of her hands.

Juvia started putting some more space between her and Lyon when her fingers dipped into the V-lines on his hips, looking down at the evidence of the effect her touches had had on him with a slight smile. Glancing up to meet his gaze, she kept it while lowering her head and taking the tip of his cock in her mouth. His eyes shutting tight for a moment from the feeling, he trailed his hands over her shoulders as she sucked lightly before releasing him with a pop.

His eyes tracing over their figures with interest as Juvia cupped Lyon's balls in her hands while she licked her way up his shaft, Gray slowly stroked his own length with one hand, running his thumb across the head. Watching this brought him back to the first time he'd seen Juvia do this to Lyon, and how he hadn't been able to understand his feelings at the time. But now he did - back then, he'd already begun to shift from seeing Lyon as an intruder on something that should only be between him and Juvia to someone he wanted to include in what they had.

Lyon groaned as she lavished attention on him with her tongue, then part her lips wide and took him in deep. He cupped the back of her head with his hands, strands of pale blue silk spilling through his fingers, as she began to bob her head. She teased him with lips and teeth and tongue as she traveled up and down, making him pant and moan as pleasure surged through his veins. With each lick and suck she gave him, he could feel himself get closer to loosing control. Stroking her scalp with his fingers as his hips moved in a shallow thrust, he urged her to take him in deeper and she obliged.

Running her thumbs over the sensitive skin of his sack, she took him in again and again, sucking with great concentration and fervor. She was driving him crazy - he'd wanted to hold out longer, but he knew he couldn't take much more of this. A few more thrusts and his seed was spilling into her throat, making her have to swallow it down before she choked on it, while the sheer pleasure of his release blotted out his awareness of anything else.

As Lyon panted and clutched the sheets and Juvia sat back up, wiping away a trickle of cum that had escaped her mouth, Gray tried to imagine that her lips were wrapping around _him_ now in an attempt to finish himself off. Recovering, Lyon opened his eyes and gave Juvia a grateful smile, leaning forward to kiss her tenderly on the lips. Looking over at Gray, Lyon raised an eyebrow at him and asked, "Need help?"

Not waiting for an answer, Lyon stretched out on his stomach and pulled Gray's hands away from his cock so he could replace it with his mouth, taking nearly half of it in in one go. His gaze was heated as he dragged his lips up the shaft and ran his tongue over the head. "Hah… Ahhh… _Lyon…_ " Gray rasped out as he grabbed onto his silver locks. As close as he'd been already, Gray knew he wouldn't last long with Lyon's mouth on him like this.

Juvia's eyes had followed Lyon as soon as he had started moving, and were now locked on where his head was bobbing in between Gray's thighs. Between the way Lyon had touched her earlier and the effects of sucking and caressing Lyon until he came, she'd already begun to ache with desire. As she watched Gray stiffen and clutch at Lyon's head as he came, she moved one of her hands to firmly grasp one of her breasts, while the other reached between her legs, sinking a finger into her core while her thumb started gently rubbing across her clit. Smiling a little to herself, she thought of an earlier time when she'd touched herself while watching them, after the last day of the Grand Magic Games. If she hadn't asked them to kiss that night, would they have all been together like this now?

Once the bliss of his climax receded, Gray noticed that Lyon had sat back up, giving him a slightly smug smile as he licked his lips. Placing his hands on Lyon's cheeks, he pulled him in for a kiss. As their tongues brushed, Gray could taste himself in Lyon's mouth. Sucking on Lyon's lower lip as he pulled away, Gray's hands traveled down his neck to trail back and forth across his shoulders. Bringing his own hands up, Lyon felt the muscles of Gray's back bunch and contract as Gray moved his hands down run over Lyon's pecs.

The touch of Gray's hands were firmer than Juvia's had been, and they felt rougher and more calloused against his skin, but they were being as slow and thorough in their explorations as hers had been. Lyon could feel his cock beginning to grow hard again as Gray's hands reached his waist, the attention making tension start to grow in his groin again. Lowering his hands to Gray's ass so he could grip it, Lyon leaned in and dragged his tongue up Gray's throat. Gray let his head tilt back to give Lyon more access as he sought out a sensitive spot and began sucking on it.

Between the sight of what Gray and Lyon were doing to each other and the efforts of her own hands, the tension pooling within her was building gradually, coiling tighter and tighter. A single finger wasn't enough for her anymore, so she added another to the one she was already driving in and out of her center. Biting her lip, she tried to hold back her moans, not wanting to draw too much attention to herself. She'd gotten her time to focus on just Lyon earlier, Gray deserved to have the same chance.

Keeping one hand occupied by caressing Lyon's thighs, Gray reached out the other and pulled open the drawer of the nightstand next to the bed. After rummaging around in it for a short time, Gray pulled out a small bottle and pushed the drawer shut. He squeezed some of the lube the bottle contained onto the fingers of his other hand. After making sure they were nicely coated, he wrapped one arm around Lyon's waist as he ran a finger down the crack of Lyon's butt before pushing the tip of it into the hole there. Pushing his finger in deeper, Gray kept going until he reached a spot that made Lyon shudder from the intense spike of pleasure it gave him. His lips curling up into a smirk at Lyon's reaction, Gray began wiggling his finger to stretch Lyon's asshole open more, the tip continuing to brush that sensitive spot inside.

As Gray worked a second finger into Lyon, Juvia was nearing her release, the way Lyon was clutching at Gray, panting and groaning from what he was doing, only helped to spur her on. As she kept trying to thrust her fingers into her core faster and deeper and she rubbed her thumb firmly and rapidly over her clit, she placed her other hand over her mouth to help stifle her escalating sounds of pleasure. Feeling herself teetering on the edge but needing a push to go over, Juvia closed her eyes and imagined that the fingers touching her weren't hers, but Gray's. That the sounds that Lyon was making weren't because of Gray's hands, but hers. It was enough and, with a muffled cry, she shuddered as she came, pleasure washing through her in an intense rush.

Leaning back on the headboard and panting as she recovered from her orgasm, she looked over at where Lyon had his head buried in Gray's neck as Gray continued to stretch Lyon out, and decided that they were just about ready for what she had in mind. Shifting so that she was lying down fully, she arranged herself for effect before addressing Lyon.

"Lyon-sama… Juvia wants to have you inside her." The sultry tones of her voice drew his attention away from how Gray's fingers were playing with his ass, so he looked over to where she had laid down against the bed and found a lump gathering in his throat. Her hair was flowing over the pillow like the water she wielded, and she was looking up at him with heavy-lidded eyes, her face a vision of flushed cheeks and pink lips. He swallowed as his eyes traveled downward, taking in the fingers of one hand brushing idly across one of her nipples while she lazily pumped a finger into and out of her center with the other, soft wet sounds accompanying each movement, her legs parted invitingly.

Pulling his fingers completely free of Lyon's anus, Gray leaned in and murmured into his ear, "And _I'll_ be inside of _you_." Lyon shivered in excitement at the thought of being in between them like that. Disentangling himself from Gray, Lyon moved to settle himself between Juvia's thighs, who had removed her hand from between them and wiped it off on the sheets. They both groaned as he rocked his hips against hers, his cock sliding against her slick folds delightfully. Her arms coming up to wrap around his shoulders, he continued to grind against her, making Juvia pant and moan beneath him.

While watching their movements with eager eyes, Gray squirted out more lube and rubbed it all over his cock in preparation. Finally tiring of teasing them both, Lyon lined himself up with her entrance and slid smoothly into her wet warmth. Juvia rubbed her hands gently up and down his back as she held him close, enjoying the feeling of being filled by him. Her arms around him helped hold him still as Gray placed one hand on his lower back while slowly pushing his length into Lyon from behind.

It had been a while since Lyon had been penetrated like that, so it took him a little while to adapt to the intrusion. Soon, though, he was enjoying the sensation of having Juvia's walls wrapped around him while Gray's member filled him. Raising his hips so that he pulled out Juvia, he then pushed forward, filling Juvia again with a groan as Gray slipped most of the way out of him, only to slide back in as he raised his hips again. Gray wrapped an arm around his waist as Lyon buried his face in Juvia's neck, continuing the slow cycle of filling and being filled that he had started.

The ones he loved surrounded him, Juvia's nails digging slightly into his back as she held him close, her lips seeking out his pulse to suck on, while Gray's chest pressed against his back, one arm around his waist while the other rested on his hip, his breathing heavy in Lyon's ear. Juvia's softer form below him made a wonderful contrast to Gray's more muscular one above him. "Ahhhh… This is…" he panted out as he picked up the pace, moving faster and going deeper on both ends. Juvia moaned and clutched him tighter at the change while Gray let out a muffled groan and pushed his hips against Lyon's harder.

Tossing her head back against the pillows and moaning again, Juvia rocked her hips in sync with him, driving him in further, while Gray scattered brief kisses across Lyon's shoulder before latching onto the side of his neck. As they all moved against each other, skin slapping noisily against skin, hips grinding together ever more quickly, Lyon could feel the tension in him building surprisingly quickly. Though they'd been all tangled together like this before, it was the first time that worries about what would happen afterwards weren't shadowing his mind.

Breathing got heavier and moans and other cries of pleasure got louder as they drove each other closer and closer to climax. Thin sheens of sweat covered them from their exertions as they kept on. Lyon kissed his way up Juvia's neck as Gray's arm tightened around his waist. Shifting his weight onto one arm, Lyon reached his other hand between their grinding bodies, fingers seeking out Juvia's sensitive nub to rub. He could feel her clench around him harder in response as she let out a loud cry of his name. The sensation threatened to undo him, but he grit his teeth and held back as he determinedly traced small rapid circles, wanting to make sure she finished before he did.

Juvia writhed and dug her nails into his shoulders as she came, her inner walls clamping even tighter around him. A few moments later Gray followed her, thrusting into him hard and deep from behind as his cum spilled into Lyon. Caught between them like that, the combination of feelings abruptly brought his release crashing down on him, the ecstasy of it all swallowing him whole.

As his awareness returned, he could feel his arms starting to buckle under the strain of supporting his and Gray's weight enough not to crush Juvia under them. Nudging Gray with an elbow made him pull out with a reluctant groan and flop down on his side next to them on the bed. Lyon pulled out of Juvia as well and shifted off of her, settling between her and Gray. Feeling the pleasant lassitude that generally followed a round of good sex settle over him, he couldn't keep a wide smile from stretching across his lips. He still almost couldn't believe that he was here with them like this, with everything out in the open and the two of them willing to make a place for him in their lives.

When Juvia turned over to face him, Lyon placed a hand on her cheek and leaned forward to kiss her, his heart full of affection. She kissed him back, slanting her lips against his as she tilted her head to one side. When he pulled back, they were both smiling. Rubbing his thumb gently against her skin, his other hand sought out the hand of the arm Gray had casually draped over his waist, carefully entwining their fingers.

"I love you, Juvia-chan," he told her clearly, enjoying the way her eyes lit up in response. "And you, too, Gray, pain in the ass though you are." Gray snorted from behind him, but he also squeezed the hand holding his. As Lyon lay there with Gray and Juvia cuddled up next to him, he knew that the path they'd chosen wouldn't be easy, and more complications would need to be worked out in the future. But for now, the three of them were together and were in agreement about what they wanted, and that was enough for him.

**Notes for the Chapter:**

> Thank you to everyone who read this to the end, and who gave it kudos or commented. I hope you enjoyed the ending. :^)


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